Equestria Exiles: Dawn of Dream Valley
by FireHoof
Summary: *Spinoff of Twilight Then, Twilight now* Following the events of the Tambelon disaster, Queen Rosalyn and the Equestrian Exiles try to make a home for themselves in Dream Valley, deep in the heart of the wild and untamed Everfree Forest.
1. Chapter 1

**Author's Note: This story is set after the events of my story Twilight Then, Twilight now.**

_Chapter one- Arrival:_

_"Okay Rosaline... keep your cool. Everything is going to be...fine!"_

As the Royal Sky chariot carried her and her brother across the breadth of Equestria, Princess Rosaline couldn't help but feel a little nervous. This was, after all, the day she had been preparing for her entire life. All of those long years of studying politics, economics, and all other forms of statecraft... were finally going to pay off. The pink unicorn with purple hair had long awaited her chance to shine... and this was finally going to be it!

It was then she noticed the chariot was passing over Ponyville... and heading deep into the Everfree forest. As they passed overhead, Rosaline said a silent goodbye to the kingdom of Equestria... the only home she had ever known.

"Do we have to be up here?" Her brother whined. "This crate is going to fast... tell the Pegasus pulling it to slow down!"

Rosaline rolled her eyes in disgust. Prince Blueblood, her crybaby of a brother. This spoiled playboy of a pony had spent his time growing up going to parties and living it up... all the while she had been studying hard, to make something of herself. His whiny nature disgusted her... didn't the fool have any pride in his heritage as a descendant of Princess Platinum, of the ancient royal line of the unicorns?

"Would you please stop your complaining?" Rosaline grumbled. "We'll be back on the ground soon... we're nearly there!"

"Why do we have to come out and live in this nasty place anyway?" Blueblood whined again. "All because you wanted your own stupid kingdom to rule!"

The Princess simply snorted at him. She would have loved to have left his spoiled flank behind in Canterlot, but Princess Celestia, the royal unicorn house's adopted 'aunt', had insisted she take him with her to live in her new home.

"If you don't stop whining, I'll leave you sleep outside." She warned him. "I've heard there is some very nasty creatures who live in this forest who very much love the taste of pony!"

Blueblood fell silent at that, a sound which was music to his sister's ears. At the moment, her mind was on their destination, the very reason they had come to this bleak corner of the world... her new kingdom of Dream Valley.

It had seemed almost like a miracle, when 'Aunt' Luna had offered her her own dominions to rule. Finally, the royal unicorn household would once again rule it's own lands! She was less enthused when she learned that her new kingdom was to be a refuge filled with exiles and political dissidents... but she was determined to make this new situation work!

As the chariot passed over the endless sea of trees, Rosaline saw that there were few signs of Pony habitation out here. No Pegasus taming the skies, to earth ponies cultivating the soil... this really was a barren wilderness, just waiting to be shaped by her royal will! Her heart leaped at the thought of being a pioneer queen, boldly bringing the benefits of pony civilization to this uncharted wilderness! This truly was her time to shine!

It was then, that the chariot came to a stop over an exceptionally large clearing in the forest. Looking down, the princess saw a medium sized pink castle, sitting right next to a river. Dream Castle... the ancient sight of the unicorn royal family's castle, then later the site of the Palace of the two sisters. The current castle was built only recently, as a part of Aunt Luna's 'Dream Valley' project. With all sorts of enchantments and technology built right into the walls, Rosaline's knew home harbored many, many secrets she currently knew very little about.

As she and her brother stepped out of the chariot, it immediately took off into the sky, heading back towards Equestria. It was then the two royals noticed four ponies standing there in a row, waiting to greet them.

"Greetings, your highness." A Blue unicorn, with a white mane and a compass cutie mark, stepped forward. "I am North Pole, former courtier at princess Celestia's court." He bowed politely, kissing her hoof.

"As yes, I remember you. You were at the Grand Galloping gala three years ago." Rosaline noted. "The unicorn bureaucrat who was shunned from court, for your treatise on the superiority of communal herd living."

North Pole scowled. "And as I recall, your highness, that was also the Gala where harmony bearer Pinkie Pie shoved your flank, while she was trying to dance."

"Your Frankness and political savvy, tells me you might make a fine addition to my court." The Princess blushed at the memory of that embarrassment, before turning to the second unicorn present. "And who might you be?" She asked her curiously.

"Minuette Coldgate, your highness. Formerly of Ponyville." The white and blue mare told her. "And I was exiled due to my loyalty to your royal bloodline, over loyalty to the false Princesses in Canterlot."

"Coldgate... the house descended from Clover the Clever. So the tales of your family's loyalty ring true." Rosaline mused. "And it is a loyalty I shall reward, let me assure you!"

She then moved on to the grayish olive colored earth mare standing there. "And who might you be?"

"Golden Harvest, your majesty. Also of Ponyville." The slightly temperamental mare snorted. "I was a gardener there, until I got involved in a political movement to lower Equestrian agricultural taxes."

"But how did you get exiled for that?" A bewildered Rosaline asked.

"The organization I was involved in was considered subversive, so now I'm here."The orange-maned mare replied simply.

The Princess shook her head... Celestia's bureaucrats were becoming more and more opposed to political dissent... now almost to the point of oppression. "Well, I think we can use your special talent for getting the Valley's agricultural programs started."

"Hey, don't ferget me!" A red- maned pony with a Cherry cutie mark called out. "Ah can plant an take care of cherry trees fer the valley!"

"Your Cherry Jubilee, of Dodge Junction." Rosaline responded, knowing this earth pony. "You run Cherry Hill farm, one of the best Cherry Orchards in Equestria! What are you doing here?"

"After a certain Orange harmony bearer an her friends messed up mah factory equipment, ah had ta take some... unsavory loans to get everythin fixed." The earth pony scowled. "I got mixed up in some bad stuff, so it was either here, or the hooscow."

The princess smiled at the four of them... obviously, these four were the exiles with the most initiative- that is why they were out here to greet her before anypony else. It would then be in Rosaline's best interest to make these four the first four members of her court.

"It is a pleasure to meet you all." Rosaline told them. "Now could we go inside?"

North Pole nodded, and the two pony guards lowered the drawbridge. The princess and the still-pouting Blueblood trotted inside, followed by their four new subjects.

The interior of Dream Castle was far larger and more spacious than the exterior, clearly they were inside a pocket dimension, Rosaline noted. All around her, she could see ponies of all three types moving their belongings and families into the castle's many rooms. She could see the bloodshot looks of weariness coming from these ponies- exiles from Tambelon and it's labs, intellectual dissidents, political prisoners... she had the full gamut of exiles and refugees here.

"So this is why you came all the way out here?" Her brother finally spoke up, trying to contain his laughter. "To rule a kingdom of washouts and rejects?"

"Hey, who you callin' a reject, you reject!" A gaudily dressed earth pony snapped angrily, trotting up top the two of them. "It's not like all of us are exactly thrilled to be here, either!"

Blueblood's jaw nearly hit the floor. That greyish-gold coat, the cobalt blue mane... Blueblood knew right away who this famous pony was.

"S-Sapphire Shores?" The spoiled prince asked in Shock. "H-how did you get here?"

"It seems the Pony of pop sang a song that was insulting to lil ol Princess Cadence!" Sapphire Shores growled angrily. "So after that no-no, out of Equestria I go-go!"

"I can't believe they even exiled you!" Rosaline said with a sigh. "Is there nopony who can escape the bureaucrat's wrath?"

As they walked though the castle's grand hallways, the Princess took note of her surroundings- large, whitewashed marble columns, holding up an ornately decorated ceiling. Three floors of walkways ran along both walls, with row after row of doors on each floor. These were the entrances to thousands of apartments that lined the castle… the homes of her current- and future- subjects.

"How many ponies….?" The princess trailed off nervously, unsure of how many refugees and exiles there actually were.

"About four thousand, give or take a hundred. Far below the castle's maximum capacity of one million." A blue Pegasus with a blonde mane flew up. "Oh, forgive me, hour highness… my name is Sassaflash, and I too was a Ponyville native."

"Sassaflash! So they got you too, huh?" Golden Harvest exclaimed. "Is Caramel here, too?"

"I'd hope so, since we're life bonded." Sassaflash replied with a laugh. "We got the boot from Equestria because of a jealous noble I rejected, in favor of my Caramel."

"A pleasure to serve you, your highness." The yellow earth stallion with a horseshoe cutie mark bowed. "I am a blacksmith, your grace… and my skills are at your- and this new kingdom's- disposal.

"Then we welcome you and your stallion here." Rosaline smiled warmly. "Dream Castle shall be the end of all your sorrows!"

Over on the side, Blueblood spoke to North Pole in private.

"I never thought my Aunt Celestia would exile all of these poor ponies here." The spoiled prince confided. "I mean there have always been rumors swirling around court about banishments to the Everfree forest, but this…"

"It is not Celestia doing this, but those in power beneath her." Pole snorted back. "The nameless, faceless pencil pushers, who will sweep under the rug anypony who seeks to bring their corruption to light. There were rumors of ponies being banished to the Everfree forest, yes… but never the means to do so… until the construction of this castle."

The prince waited for North Pole to continue, but the silent stallion would say no more.

...

The throne room was a grand chamber- filled with crystal chandeliers, white washed marble columns, and a large fountain in the center. It was as large as the ballroom as Canterlot Castle- though it had the disadvantage of serving as both ballroom and throne room. As Rosaline trotted into the opulently decorated room, she noticed it was filled to the brim with ponies, whose eyes were all on her. As the princess trotted nervously up the aisle, she tried to keep her composure.

"Okay Rosaline, this is it." She told herself, as she trotted up to the red velvet throne, with a white lace canopy cover. "You wanted to use everything you've learned in your political lessons to help ponkind? We'll here's your chance!"

"Princess Rosaline, of the royal house of Majesty." A pony wearing clerical robes stepped up, and placed the ancestral silver coronation crown of Princess Platinum upon her head. "In the name of the great horsemaster, I hereby crown you Queen Rosaline Majesty I, first sovereign of the kingdom of Dream Valley."

Cheers broke out in every corner of the room, mostly from the assembled unicorns. The Princess- now queen, waved nervously at her new subjects, uncertain how she was going to help them survive in this wilderness.

In the back of the room, a few ponies watched with mixed reactions.

"Queen Rosaline?" Golden Harvest scoffed. "She dares to take a title higher than Princess Celestia?"

"Well, th' less like Celestia she is, the better." Cherry Jubilee added. "The farther our ruler is from bein' that tyrant, the better ah like it!"

"I don't know if she can lead us, though." North Pole added sarcastically. "The royal house of Majesty has lived for far too long under the Alicorn dynasty, as a diminished second royal house." who knows if the still have the strength of will to rule us as a nation?"

"Well, I'm willing to give her a chance!" Sassaflash snorted angrily, flapping above the others . "Let her actions judge her, I say, instead of our bridle gossip!"

"We shall see how she does, my love." Caramel snorted, shaking his brown mane. "A queen of traitors, exiles, and dissidents."

Their idle chatter was interrupted, as Sapphire Shores broke into a hip pop tune that soon got all of the ponies in the castle- even those not in the ball room, dancing to the beat.

As the ponies inside celebrated their new queen, dark shadows seemed to gather outside the walls of Dream Castle, watching indignantly. There were those both in the forest- and in Canterlot- who wanted this settlement, and all of the ponies in it- wiped from existence. Only time would tell if the exiles were to survive….


	2. Chapter 2

_Chapter 2- settling in_

"Careful putting that portrait into place, you two!" Sassaflash called out nervously. "You could damage it!"

The Two Pegasus holding the portrait of Princess Platinum rolled their eyes, grumbling to themselves. Sassaflash couldn't blame them- with the weather of Dream Valley operating entirely on it's own, there was little for the Pegasus to do here, besides fly around. Right now, they were attempting to hang several portraits of Queen Rosaline's ancestors in the grand gallery, as reaching high places was one of the few things Pegasus wings were still useful for.

"How long do we have to be doing this?"The first one complained.

"Until it's time for the next group of Pegasus to start their shifts." Sassaflash responded, rolling her eyes.

She then saw Caramel coming up the stairs from the castle's basement, wiping the trickle of sweat from his mane with his hoof.

"Oh, hello dearest!" Flying up to her husband, she nuzzled him affectionately. ""How are things going down in the forge?"

"Oh, just lovely!" He grumbled, lifting his goggles. "We managed to get the furnaces working... the systems Princess Luna's techs put in this place are amazing. Why don't you come down, and have a look?"

The blue Pegasus nodded, and followed him down the steps to the large, cavernous chambers beneath the castle. On the far side of first chamber stood several great furnaces. There, several earth ponies labored over a series of great forges, hammering and smelting raw materials into metal weapons, armor, horseshoes, and other materials need throughout the castle. The unicorns present used thier magic to keep the fires stoked, while Pegasus carried buckets of water back and forth that the blacksmith ponies cooled the weapons in.

"Well, your the scientist pony, Sass." Caramel told her. "What do you think of my smithing artistry?'

"Very well organized, my love. The queen chose you well as the castle smith." Sassaflash told her husband then flew over, and picked up a blue breastplate with an interlocking 'DV' symbol on it. "What is this? It looks different from the Canterlot guard's armor."

"Hoity Toity designed it, along with the symbol." Caramel explained. "He thought the Dream Valley needed something to set us apart from our neighbors to the north."

"Whoa, Hoity Toity's here too?" Sassaflash asked incredulously.

"Yep, made a dress for a noblemare she didn't like, apparently." The smithy pony shrugged. "I dunno, he wouldn't talk about it much."

Sassaflash merely shrugged, and started just looking around. Flapping into the next chamber, she found a large, towering cylindrical generator,covered in a sheet, and apparently unused.

"Hey, why haven't you and your ponies gotten this generator working?" The blue Pegasus asked him. "This could solve the entire castle's energy problem!"

"Hey, we're smiths, not tech ponies!" Caramel protested. "Clockwork told me most of her fellow scientists were killed at Tambelon. There are few ponies left who even know how this castle and it's magic works!"

"Hmm, if I could get this thing tapped into the big waterfall behind the castle, and bolster in with unicorn magic.." Sassaflash hovered in front of the large machine for a few minutes, scratching her chin with her hoof in thought. "Honey, could you send a few of your spare ex-Tambleon scientists over here? I have a plan.."

"For you, anything!" Caramel motoined to two of the unicorns at the furnaces. "Ballad! Comet Tail! Get your flanks over here!"

The two unicorns trotted over to where Sassaflash and Caramel were standing, and the Pegasus explained what she wanted them to do...

...

In the castle' indoor gardens, Cherry Jubilee was directing earth ponies where to dig holes, and preparing to plant cherry trees in the orchard section. On the other side of the gardens, Golden Harvest was having her earth pony teams plant row after row of carrots and other vegetables. The two earth mares looked up at each other, and smiled at their success.

"Can you believe this place?" Golden Harvest whinnied, looking around at the glass dome overhead. "It's as big as all of Ponyville inside!"

"An' the sunlight comin' down through that fancy window 'ill be good fer mah cherry trees!" Cherry said with a chuckle. "We're real lucky her haighness gave us all these earth ponies ta dig an plant fer us!"

"Yeah, these exiles don't know a thing about irrigation or crop rotation." The orange maned gardner agreed. "Speaking of which, I wanted to go out into the forest tomorrow, and see if I can find any new plants or veggies I could grow- Noth Pole told me this forest is mostly unexplored by ponykind."

"Ah'd love ta go with ya, jes make shore ta get me up early in the mornin or ah'll sleep in." Cherry shook her head. "Now if only we could find a way ta grow the perfect fellers!"

The two of them burst out laughing at that.

...

"So as you can see, my Queen, we've successfully gotten everything moved from the royal transports into the castle itself." Minuette whinnied, levitating her clipboard in front of her. "And most of the ponies have been given their assignments based on their special talents."

"Well done, Minuette." Rosaline commended her. The newly crowned queen knew she had made the right choice in choosing the overly loyal unicorn as her lady in waiting. "And where, pray tell, was my brother assigned?"

"I put him in the kitchen, helping the cooks with menial labor." North Pole announced, trotting into the throne room. "He wasn't good for much else."

"You know, you have a lot of audacity, ordering a member of the royal family around like that." Rosaline snorted. "Just because you've been made my chancellor, doesn't mean you should be acting so high under the saddle!"

"I'm merely doing my job, your highness." North Pole replied simply, shaking his mane. "Also, I've assigned Inky Pie to be in charge of the kitchen."

"Wait, Pinkie Pie's sister?" Minuette did a double take. "You made Inky the head chef?"

"She seemed very eager to get the job." North Pole replied, taken aback. "And given her sister's baking talents, I assumed that-"

"You put a neurotically depressed pony in charge of our kitchen? UGH! Never trust a stallion with domestic matters!" Minuette groaned, putting her hoof on her forehead. "Your highness, I need to be excused. I think I need a hard cider right about now!"

"Well, my reign is certainly off to a good start, isn't it?" Rosaline asked, leaning back in her throne, and trying to keep her composure.

...

"Blueblood, would you please not touch that." Inky Pie urged him. "Those beets have to cook for exactly one hour."

"Huh? Oh, sorry Miss Inky." The white unicorn stammered stepping back from the steaming pot. "I'll try to not get in the way."

The grey colored mare sighed, then allowed herself a small smile. Everything in her new kitchen was running smoothly- Apple Cobbler was cutting the fruit salads, while Cherry Cola was squeezing the juices into the pitchers. Yes, Chancellor Pole had made the right decision putting her in charge back here, finally giving her the chance to shine!

Ever since she had been a filly, Inky had been living in the shadow of her more famous sister, Pinkie Pie, who had gone on to become a harmony bearer, and one of the greatest heroes in all of Equestria. Nopony ever paid any attention to her sister Inky, the obscure rock farm filly with the plain coat and mane. No mares wanted to be friends with her, no stallions ever asked her out on a date. She had discovered a talent for cooking (Hence her stewing pot cutie mark) and had gone north to Tambelon to be a chef at a nice restaurant that had opened there.

Everything was going right, until who happened to show up in the frozen north, but her dear little sister herself. She never ran into Pinkie up there, but by the time she and her friends were done, Tambleon was gone, and her precious restaurant job- her chance to stand out on her own- was destroyed. Inky hadn't even cared when she was packed up and shipped here with the other exiles. But now she had a chance to be some pony, and was determined to make the most of it!

"Apple Cobbler, in that strudel ready yet?" She asked, walking over to the oven.

"Just a few more minutes in the oven, Miss Pie!" The caramel colored mare replied. "I'll get it as soon as I cut these apples!"

"Cherry Cola, you got those smoothies ready yet?" The grey mare inquired. "Remember, we need fifty for the next order!"

"Got thirty blenders going at once, Miss Pie!" He assured her with a smile.

As they worked, Cherry Cola and Apple Cobbler looked at each other longingly, causing Inky to sigh. She had hoped to get the stallion's attention when he first arrived in her kitchen, but the Apple family mare had beaten her to the prize. Oh well, maybe someday...

"Uhhh, Miss pie? I think somethings wrong with the beets!" Cherry Cola yelled.

Inky was drawn out of her reverie, by the sight of Blueblood levitating the cauldron of beets over to a gigantic, room-sized rinse sink, and dumping them in.

"Blueblood!" She cried, stamping her hoof "What are you doing?"

"It's been an hour, so I thought I'd dump them into the sink to wash them!" The prince protested.

"Not that sink!" Inky whinnied. "Than sink is-"

"SHOOBY DOO SHOOP SHOOBY DOO!"

The sea ponies rose up out of the water, annoyed looks on their faces.

"Hey, who dumped these beets on our heads?" One of them asked.

"Yeah, Inky! You told us to come up through the plumbing, and wait in this sink for our kelp salads to be done!" The second one snapped. "That was a mean trick to play on us, sister!"

"Nice job, Bluebozo!" Apple Cobbler laughed. "The beets are now tainted, literally tainted!"

"W-we have sea ponies in dream valley?" Blueblood asked in shock."I had no idea!"

"Yep, they're from Tambelon, too." Cherry Cola replied. "Exiled just like the rest of us!"

The embarrassed Blueblood turned to Inky, "Miss Pie, I am so terribly-"

"I-it's okay, Blueblood." She let her mane droop in front of her face, to hide the tears welling up in her eyes. "Just please go."

As the naive prince trotted out of the kitchen, the grey earth mare's sobbed softly at the thought of yet _ another _failure.

...

_Meanwhile, in a place far, far away from Dream Valley..._

The winds howled across the Screean desert, the body of dry landscape that formed the southernmost border between Equestria and Blarkland. A harsh and unforgiving landscape, the few things that could survive in this wasteland did so by taking refuge in one of the many caves scattered across the desert floor. It was from one such half-hidden cave, that an angry voice now bellowed.

"How dare you speak to me in that manner!" Queen Chrysalis roared, staring down at the impudent changeling in front of her . "I am your Queen, and you will obey my commands!"

"And where have those commands gotten us, your highness?" Shadowvale , the drone who was now yelling at her, spat. "Stranded out here in the desert for two years, slowly starving to death!"

Chrysalis had to admit this was true. Ever since their defeat at the hooves of Cadence and Shining armor, the Changelings had been forced to flee out here, beyond the reach of Celestia or her armies. Not a single changeling had been killed by the friendship loving ponies in battle, but the magical blast that sent them flying had, unbeknownst to the ponies, decimated the Changeling ranks. Their numbers had dwindled even further in the time since, with several changelings having fallen prey to hungry desert troll bands, and the young changeling newborns and toddlers dying from malnourishment.

"That may be so, but what you suggest is unthinkable!" The queen scoffed. "Going back and groveling before those ponies! Unthinkable!"

"My queen, we cannot go on like this!" Shadow Vale countered. "Our attempt to take love by force has ended in failure! We must find another way of securing nourishment!"

"And what do you propose, drone?" She sneered at him, calling the changeling by his rank in the hive. "We need to drain love to other living things to survive!"

"Instead of stealing the love meant for another…what if we could receive love that was given freely?" There was a loud murmur of disapproval from the other changelings. "Look at how powerful freely given love was for the ponies! It defeated our entire army, and even you, my queen!"

"No! What you speak of is blasphemy, Shadowvale!" The queen hissed. "Have you forgotten our history? Our purpose?"

He had not forgotten. Millennia ago, the ancestors of the changelings themselves had been ponies. Greedy unicorns who had gotten lost in the caverns beneath Canterlot while searching for gems- their dark magic slowly twisted their evolution over the generations, transforming then into a race of shape shifters. With no food in the depths below, they eventually adapted a psychic means of feeding off the emotion of love- an emotion they came to no longer feel in the cold and dark.

Eventually, the swarm found it's way out of the caverns, and became a race of parasites , that would feed off the love of the lifebond between two ponies. The swarm had traveled the world, taking many different shapes and feeding off many different kinds of love. But the glowing warmth of Equestria brought them back to their ancient homeland to feed.

For a time, things had gone well… with changelings kidnapping and replacing ponies' lifebond partners, then feeding off the other pony's love for them. They could never kill the partner, of course, for the other partner would immediately feel their mate's death (Which is why Chrysalis had had to keep Cadence alive in the caves) nor could changelings carry out the 'physical' aspects of a relationship with a pony- a biological affect of the life bonding process. So a Changeling had to grab what love they could, and get out before the partner wanted to get physically intimate. But when their queen had proposed a plan to seize all the love in Equestria for themselves, the swarm had jumped at the chance!

"Blasphemy is better than starvation and extinction!" Shadow snapped back. "If I may point out, your highness- our conquest and enslavement of the ponies would have caused them to feel misery and pain! The love that drew us back to Equestria would have dried up in a few weeks! Your plan was flawed from the beginning!"

SMACK! A blow from Chrysalis's hoof sent the stallion skittering across the floor. The queen's face contorted into a look out rage. "Get out of my presence, you buzzing insect! I never want to see your face among my court again!"

Standing up, the changeling noble buzzed his way angrily out of the cave. Three of his wingmen, two changeling stallions and a mare, fell in behind him.

"The queen didn't take your suggestion well, my lord." Scratch, the first one, hissed. "What shall we do now?"

As a hive drone, Shadowvale commanded his own sub-tribe of changelings under the queen- the Masquerade clan. Most of them would follow him unto death… though their loyalty was about to be tested presently.

"Get every changeling loyal to us, and rendezvous with me at the edge of the desert." He commanded. "The queen has proven her pride is willing to let us die out here, and we must take steps to insure our own survival."

"But where will we go, Shadow?" Mayfly, the changeling mare. asked him curiously. "Equestria would never take us in, after what we've done to them!"

"I have heard the Blark merchants who visit our caves, speak of a band of pony exiles deep in the everfree forest." Shadowvale responded. "We shall go to this 'Dream Valley', and offer it's queen our services and loyalty."

."So we're defecting, then! Boy, you do like to live dangerously!" Thornspike, the third one hissed. "Well, our queen has already betrayed us, by leading us out here to die, so I guess it's only fair!"

Shadowvale nodded, and the other three drones veered off to gather the others. Foolish Chrysalis! Their kind were still genetically related to ponies! If they could get these equines to feel affection for each of them, there would be an endless supply of love, instead of exhausting precious energy stealing love meant for others! Thanks to the Equestrian concept of friendship, clan Masquerade would never go hungry again!


	3. Chapter 3

___Through new eyes_

In the halls of Canterlot castle, a very powerful mare was yelling angrily at the stallion in front of her.

"How can the Dream Valley ponies be flourishing?" The mare spat in anger. "You promised me they wouldn't survive this long!"

"D-don't worry, your grace!" The stallion stuttered in fear. "Rosaline and her subject just turned out to be a bit more resilient that we thought, that's all."

"Don't you know how bad it would make the entire Canterlot court look, if those freaks were ever discovered?" The mare snapped, her usually kind demeanor melting away before her true personality. "I want them dead, you despicable little worm! I want them wiped from the face of this world without a trace that there ever was a Dream Valley!"

"W-worry not, your grace!" The cowardly stallion sputtered. "We've already arraigned things so that they received no medical supplies or doctors at Dream Castle! All it will take is some major accident or an epidemic to-"

"See to it things play out as you say, and make sure Princess Luna does not discover our little plan!" The mare snorted angrily. "Her involvement in these matters, is the last thing we need!"

...

"C'mon, Golden Harvest!" Cherry Jubilee called back to the slower mare. "Would y'all try and keep up?"

"I'm trying Cherry, sheesh!" The exhausted mare complained, galloping to catch up. "Why do you have to go so fast, anyway?"

After getting permission from the queen, the two of them had traveled outside the castle. The two mares were hoping to find new plants in the everfree forest, to grow as foodstuffs in the castle's garden's.

"This isn't good." Golden Harvest snorted, looking around at the bare forest floor. "Besides the vegetables we already grow, all we've managed to find out here are weeds and grubs."

"And there hasn't been any new fruits out here, either." Cherry Jubilee replied with a sigh. "I think maybe we should head back ta th' castle."

But as the two mares looked around, they suddenly realized they had wandered deeper into the forest then withier of them had first thought.

"Uhhh, Carrot Top?" Cherry asked nervously. "Y'all wouldn't happen ta know the way back, would ya?"

"Please don't call me by that nickname, Cherry- you know I hate it!" Golden Harvest replied angrily. "But no, I've never seen this section of the Everfree Forest before."

As the two lost mares continued to wander amongst the trees, the sun slowly began to set in the west. The darkness closed in around them, as the two ponies tried to hide their fear from each other. Trying to find their way back, both of them stumbled in the dark, as the moonlight barely shone through the trees to light their way.

"Ow!" Cherry grumbled, as she tripped over another rock. "This is jes great, now we're totally lost!"

Suddenly a low growl, accompanied by the cracking of sticks,. came out of a nearby bush.

"W-what was that?" Carrot Top asked in a panic.

"A-ah don't know." A frightened Cherry replied.

As the two mares stood there shaking, several dark, angry shapes emerged from the trees. Licking their fanged lips, they stared at the ponies with a hungry look in their eyes.

"Timbah wolves!" Cherry Jubilee whinnied in terror.

"Run for it!" Carrot Top replied, as the two ponies bolted away.

The two mares galloped through the forest at top speed, with three of the snarling monsters tearing after them in hot pursuit. Cherry started to pull ahead, when Golden Harvest suddenly tripped over a branch, and fell!

"Carrot Top!" Cherry shrieked, coming to a stop.

"Cherry, save yourself- aieeeeee!" The pony let out a cry of pain, as one of the timer wolves caught up Golden Harvest, and bit right into her face.

Cherry Jubilee would never forget that horrifying sight. The shrieks, the blood. The earth mare was frozen to the spot in fear, as one of the wolves charged up to her, ready to strike...

"OWWWWWWWWW!" The wolf howled in pain, as a unicorn magic bolt blasted it out of existence. As luck would have it, the two mares had galloped back in the direction of the castle, and the castle guards had come running to see what all the commotion was. Two of the unicorn guards blasted away at the two remaining timber wolves with a fire spell, catching them ablaze, while two Pegasus guards then quickly swooped in, and carried the injured Golden Harvest up over the castle walls.

"You all right, miss?" One of the guards asked Cherry Jubilee, snapping her out of her shocked silence.

"Ferget about me, yuh idjit! Ah'm fine!" She whinnied in anger. "Ya'll need ta help mah friend, she's th' one whose hurt!"

...

"She's going to live." Sassaflash told them grimly. "But I fear she will never fully recover from the trauma that she has suffered through."

Cherry Jubilee and Minuette were in the room, staring down at the injured form of Golden Harvest. Slashes and claw marks covered her bloody and broken body, and a bandage was around what had once been her eyes.

"Can... can her body be made whole again?" Minuette asked nervously. The unicorn mare had been sent by the queen, to check on the status of the palace gardener.

"Well, I'm no doctor... I wish we had one to spare here at the castle... but I think most of the scars and fractures can be gradually healed up by unicorn magic." Sassaflash groaned, wiping her brow with a cloth she held in her wing. "But the wolf's bite on her face destroyed her eyes in their sockets. I fear she will be blind for the rest of her life."

"Awww, no!" Cherry Jubilee wailed sadly. "Carrot Tawp!"

"Is there nothing you can do?" Minuette asked nervously. "Wasn't there some kind of treatment for blindness, that the Tambelon exiles brought with them from the labs?"

"Normally I'd advise against it... but since the request is coming from a lady in waiting to the queen, very well." Sassaflash nodded to the pony assisting her. "Twinkleshine, get me that last set of gemstone eyes..."

...

"Jewel eyes?" Cherry Cola asked in shock. "That's how the restored her sight? By giving her those creepy things?"

"That's the buzz ah head through the grapevine!" Sapphire Shores told the stallion. "Those nasty wolves crushed her eyes in their sockets like grapes!"

The pony of Pop had been hungry, and so had stopped by the castle kitchens to spread this latest tidbit, while grabbing a bite to eat.

"How awful!" Apple Cobbler exclaimed. "But at least she'll be able to see again, right?"

"Yep, good as new, or so I hear." The earth pony of pop replied, tilting her hat back on her head. "Though I wonder if those jewels will let her see through walls or anythin?"

"I'll tell you what I wonder." Inky Pie snorted, trotting into the room. "I wonder if any works going to get done in here, so we can get the evening meal done on time!"

"Well, I said mah piece, so's I'll catch you all latah!" Sapphire Shores trotted out of the room. "See ya later, every pony!"

"Boy, that mare is something else!" Apple Cobbler commented.

"I'll say!" Cherry Cola replied with a grin, staring after her. Apple Cobbler merely scowled at him.

"Say, I just realized something." Inky Pie noted, as the other two got back to their work. "Have any of you ever seen Sapphire Shores without that little hat on?"

...

"Look, she's waking up!"

As soon as Golden Harvest opened her eyes, she cold tell something was wrong. Her entire field of vision was filled with what looked like... glass, though it made her sight much clearer. Looking off to her side, the earth mare saw Cherry Jubilee and Caramel Chancelot were standing over her, staring.

"Cherry good to see you! Well... it seems we got away from those wolves!" She pulled herself up onto her hooves. "But why is my vision look all funny?"

"Golden Harvest, darlin'... there's something you should know..." Cherry muttered, looking away. "Those ornery wolves took yer eyes, an'-"

"Why, what are you talking about?" Golden Harvest said with a laugh. "I can see as clearly as day!"

"Well I should hope so!" Caramel replied indignantly. "Those are the finest set of jewel eyes our forge's lens smith turned out!"

Cherry scowled at the earth stallion, who had all the subtle tact of chainsaw. Golden Harvest stared at them in shock.

"W-what? You mean that glass I see is..." Golden Harvest suddenly broke down, and started to cry. Cherry Jubilee moved to comfort her friend, while glaring at Caramel.

"What?" Caramel asked indignantly. "You were going to tell her, anyway!"

...

"So my gardener has had her eyes put out?" Queen Rosaline snorted, sitting on her throne. "Lovely, absolutely lovely! My reign is off to a wonderful start!"

"Not to belittle Golden Harvest's problem, your majesty, but we have more pressing problems at the moment." North Pole snorted. "With no doctors currently at the castle, and medical supplies running out, Dream Valley is vulnerable."

"It's all part of Princess Celestia's plot to do away with us, don't you see?" Minuette spat. "First get all the undesirables out of equestria, then leave us in the wilderness to be picked off by the forces of nature."

""No! That is impossible!" Prince Blueblood replied, snarling at the two other unicorns standing before the throne. "Aunty Celestia would never do something that cruel to us!"

"That's enough! All three of you!" Rosaline yelled angrily. "It doesn't matter how we ended up in this predicament out here, the problem is we are in it! Now, unless anypony has a solution to get us the supplies and medical expertise we need..."

"Perhaps we could help, your majesty." Three ponies suddenly emerged from the shadows- two white unicorns, and a red Pegasus- and bowed before the throne. "In exchange for sanctuary and protection, we would be happy to fulfill your needs with our... special talents!"

"Who are you?" North Pole demanded angrily. "How did you get past the guards?"

"My name is Shadow Vale, former head of espionage at her majesty's royal court. For those of my profession, getting past your guards was foal's play." The red Pegasus gestured to the other dozen or so ponies, emerging from the shadows. "And these are my loyal lieutenants. We too are exiles, for our... different ways of thinking." He bowed low before queen Rosaline. "We swear our Loyalty to you, great queen, so long as you are loyal to us.. unlike our last ruler."

North Pole trotted up to Shadow Vale, and stared at him carefully. "Strange, I don't remember you from the royal court."

"Nor do I, my good spy." Blueblood agreed, looking the red Pegasus up and down. "And believe me, I knew _everypony_who ever came to court!"

"Oh... I was undercover at Canterlot for much longer than either of you realize." Shadow Vale replied with a grin. "I have worn many disguises over the years, and used my talents to get into many places where no pony is supposed to go.. and learn many secrets no pony is supposed to learn!"

"I have no reason to trust you, stranger. But if you are able to procure what we need to survive... there will be a place for your ponies at this castle... and a place for you, as head of royal intelligence."

"Your majesty." The newcomers all bowed to the queen, before melting away back into the shadow from whence they had come. But as the shadowy forms departed, Minuette noted that the newcomers had never said exactly what royal court they had served at.

...

The shadows gathered in the gloom around Ponyville, as every business was closing up for the evening. As she was locking up the clinic, Nurse Redheart sighed- today had been another slow day for her, especially with more new town nurses on duty, and the doctors giving her fewer and fewer hours every month.

It wouldn't be long, she realized, before the younger, prettier nurse fillies squeezed her out of a job completely. And what made it worse, was that she was becoming more and more unable to carry out her special talent, helping sick and injured ponies who needed her. Unable to fulfill her purpose in life, Nurse Redheart was becoming more and more disenchanted with her life in Ponyville. With a sigh, the white earth pony wished something- anything- exciting would happen!

It was then, that Nurse Redheart heard a rustling and scratching noise coming from the window behind the clinic. "Who's there?" She asked in a panic, galloping around to see what was going on. The nurse saw nopony was at the window, and decided to go back inside the clinic- to make sure everything was all right.

When she got the door unlocked again, Nurse Redheart was shocked to find the clinic emptied of everything! All cupboards, boxes, and shelves were completely devoid of drugs, bandages, and medical equipment. Redheart's jaw nearly hit the floor.

"What.. why.. how?" The shocked nurse whinnied. Who would be so cruel as to rob a clinic of the medical tools and supplies the sick ponies of Ponyville needed?

"I know you must think us cruel, but those medical supplies were needed elsewhere." She spun around to see a red Pegasus staring at her.

"Who are you?" Nurse Redheart snapped in anger. "How dare you take-"

The red Pegasus put a hoof up to her mouth. "Listen to me, Nurse Tenderheart, and listen carefully... there are several ponies out there who have no medical supplies, and no doctors. Ponies who were abandoned to the wilderness by an uncaring Equestrian bureaucracy, out of the sincerest hope that they will die."

He threw down packet of photos in front of the Nurse, whose eyes went wide in shock when she opened it to look at them. Pictures of a foal with rashes over his bodies... a mare who was in agony from giving birth without any sort of painkiller or medical professional nearby... and a stallion at death's door because he didn't have the vaccination for a common illness.

"Great Celestia..." The Nurse pony whimpered, her cutie mark burning to the point of agony. Sick, suffering ponies who needed tender loving care...

"For over a month now, these exiles have lived in the everfree forest, with no doctors or medicine. Celestia hopes they will all die off, leaving no trace- a bunch of mistakes her royal highness can sweep under the rug." He turned to leave. "So you can ether run for help, and leave those ponies who were denied medical care to suffering and death.. or you can stay quiet, and let us save as many lives as we can."

"I'll let you take the supplies, on one condition." Nurse Redheart snorted angrily staring the red Pegasus down with an iron gaze that unnerved even him.

"And what is that?" He asked raising an eyebrow.

"If you're going to treat those ponies, you're going to need somepony who knows about medicine and illness." She shook her mane in anger. "I will not live under the rule of a princess who would do this to her own subjects. If you want the supplies, take me with you."


	4. Chapter 4

_Growing Pains_

"Oh my stars!" Nurse Redhart exclaimed, trotting into Dream Valley clinic. "This is terrible!"

The medical mare had been guided through the everfree forest by the three mysterious Pegasus. When she had first seen Dream Castle, the caring nurse thought _she _might be dreaming!

"Who would build something like this place out here?" Redhart asked aloud. "There's nothing but forest for miles around!"

"One of Luna's projects." The lead Pegasus snorted. "Your Equestrian tax bits at work!"

But when she got inside the medical ward, the pony nurse was horrified by what she saw. Sick ponies sprawled out on cots, as far as the eye could see. Many of the bodies were covered with sores, and many had I. V. tubes stuck in their hooves that were clearly not sterilized!

"This is totally unacceptable!" Redhart snorted in anger. "How cold Princess Celestia just- ohhhhhhh, this tears it! If I ever see that alicorn muzzle-to-muzzle, I'll give that old nag a piece of my mind!"

Stamping her hoof in anger, the nurse pony immediately galloped forward, and started giving the volunteers ponies orders. "You there! Bring me some gauze for this pony's wound! And you, bring me some sanitizing solution! We need to clean these medical tools, at once!"

As the diligent and hard working nurse proceeded to take over the Dream Castle clinic, Shadowvale watched from the back of the room, and smiled...

...

In the Castle throne room, the queen was holding mid afternoon court, in order to get updates on all the happenings in the castle.

"So you actually got the generator up and running?" Rosaline asked, looking down at Sassaflash and Caramel. "I noticed that the electric lights and other appliances are now functioning."

"Yes, the earth ponies were able to help us re-route the power cables, to have the generator run off the waterfall's flow." Caramel told her.

"And the unicorns were able to give us the spark that was able to restart that junk pile." Sassaflash continued. "With the repairs the Pegasus have carried out, that generator could run for ten thousand years."

"You have done well, my loyal subjects." Rosaline replied, satisfied with what the two had accomplished. "Now I wish to discuss the matter of our recent acquisition of both vital medical supplies, and a nurse."

It was then that the Pegasus Shadowvale stepped out from the darkness, and bowed to Rosaline. "I trust the results we produced are to your liking, my queen?"

"Yes, you have more than delivered on your promise." Rosaline replied."And even though I have little reason to trust you, I shall deliver on mine. I hereby grant you and your ponies sanctuary, and hereby appoint you head of my intelligence division."

_"I hope you know what you're doing, my queen." _Minuette thought to herself worriedly.

Rosaline then looked towards Cherry Jubilee. "And how is Golden Harvest adjusting to her new eyes?"

"It's... it's hard for her, yer haighness." The Cherry-growing mare responded sadly. "She's having ta adjust ta a whole new way o' life."

...

_"Oh dear… what a day this has been"_ The grey mare thought to herself. _"Twenty thousand lunches, made by two hundred pony cooks…. I really don't know how we manage to keep that kitchen running the way we do!"_

Inky Pie was trotting back to her room, having completed her work for the day in the kitchen. It was then that the kitchen mare saw Prince Blueblood trotting down the hall towards her, a smile on his face.

_"Oh no, not him."_ Inky muttered hopefully to herself._ "Maybe if I quietly trot away, he won't notice me."_

"Ah, Inky Pie! There you are!" Blueblood said with a smile. "Just the pony I was looking for!"

"Oh, Blueblood! I didn't see you there!" Inky replied with a smile. " I would love to stay and talk, but I really have some stuff I need to go and take care of right-"

"Look, Miss Inky, I just wanted to apologize for what happened in your kitchen the other day." The stallion prince whinnied. "I am really sorry I accidentally dumped those beets on the sea ponies' heads."

Inky looked at up at the thimble-brained stallion, and smiled sadly. "Thank you, Blueblood, that really does mean a lot coming from you."

"If, it is all right with you, lady Inky, if I could perchance handle small, inconsequential tasks around the kitchen, that I could not possibly mess up. It is the least I could do, to make up for what I've done."

The grey earth mare thought for a moment. "Hmmm, you know, I think I might just have a place for you, your highness."

...

On the floors below, an earth Pony named Noteworthy was helping Sapphire Shores with her latest routine. The stallion was busy playing a piece on a piano, while Sapphire was practicing her singing and dancing routines.

"Ok Sapphire, that's enough for today." The blue earth pony with the music note cutie mark replied, looking up from his sheet music. "We'll try the routine for the third piece tomorrow."

"Thank ya, Noteworthy!" The pony singer looked up at him, and batted her eyelashes. "I really appreciate your help with my performances! I lost all my songwriters, choreographers and personal staff when I got exiled, so I'm grateful for all your help!"

"Glad to be of help!" Noteworthy replied, putting all the musical equipment away. "I never thought I'd get to work on a musical program again after my banishment."

Originally from Ponyville, Noteworthy 's special talent was working on musical performances behind the scenes. He planned and set up musical concerts and events throughout the region, until a new generation of producers and choreographers took over in the Ponyville region.

Out of work, the blue earth pony went out west to the settlement of Appleloosa, in hopes of finding a second chance. He was able find tons of work on the frontier… until a musical about the plight of the Buffaloes losing their lands put him in the bad graces of the earth pony settlers. It wasn't long before the Equestrian bureaucracy sent him on a one-way trip to Dream Valley.

"I gotta say Note, these pieces are quite good!" She looked over several sheets covered in notes. "In fact, some of your songs are even better than my old songwriters work!"

"Aw, you're just being nice, miss Shores!" Noteworthy said bashfully. "My work really isn't that good!"

It was at this point, that nurse Redhart trotted by the door to the music room, and Noteworthy's eyes went wide, and his face blushed a deep red...

"Why Note! Yer turnin' redder than a beet!" The pony of pop exclaimed. "You know that mare?"

"H-her name is Redheart." Noteworthy replied nervously, after the nurse had trotted by. "She was from Ponyville like I was, She worked at the local clinic, and I- and I..."

"Ya had a crush on her?" Sapphire asked, looking at him mischievously. "Ah can tell by the way ya looked at her!"

. "But I never had the courage to tell her." Noteworthy slowly nodded. "After I left Ponyville, I never thought I'd see her again!"

"But here she is again!" Sapphire replied gleefully. "Fate has brought ya together again! Ya really should go try and try ta talk ta Nurse Redheart!"

"Well.. I... um..." The earth pony stumbled backward, and dropped his music folder. "Woah-oh-oh-a!" But before the papers inside could scatter, they mysteriously levitated back up into the folder, and into the earth pony's hoof.

"Wait, there's no unicorns in here!" Noteworthy exclaimed in surprise. "How in Celestia did-"

"Well, I gotta go," Sapphire Shores replied abruptly. "Talk to ya later, Noteworthy!"

The pony of pop trotted quickly out of the room, leaving the bewildered and confused earth stallion behind.

...

It was after court had been dismissed, that Cherry Jubilee caught up with her friend Golden Harvest. She was surrounded by the Twinkle-eyed ponies from the Tambelon laboratories, who were trying to make her feel better over her recent misfortunes. The other twinkle eyes scurried away, as the Cherry picker approached.

"Carrot Top, so good ta see ya again!" Cherry Jubilee greeted her. "How're things going?"

"Oh, not bad, not bad." Golden Harvest said sadly. "My eyeballs were wolf food, I've got gemstones in my eye sockets... life couldn't be better!"

Cherry shook her mane sadly. "Awwww,, now Carrot Top! It could be much, much worse!"

"Yeah, I could've lost something that _wasn't _replaceable!" The earth pony rolled her eyes. "And I've told you a thousand times, don't call me Carrot T-"

Golden Harvest suddenly trailed off, as she saw Shadowvale and his Pegasus guards trotting through the hallway. As the three ponies walked by, the earth mare noticed that she could see right through their thinly veiled disguises.

"Those... those ponies over there!" Golden Harvest exclaimed in horror. "They're Changelings! Somepony do something! They're changelings!"

The three Pegasus looked at her in horror, while Cherry Jubilee tried to quiet her friend down.

"Come on, Carrot Top!" Cherry Jubilee said nervously, trying the lead her friend away from the scene. "Let's nawt bother the nice Pegasus ponies!"

_"She can see us!"_ Shadowvale thought to himself in horror. _"The twinkle eyed pony's gemstones allow her to see us! What are we going to do now?"_

...

A few ponies were still in the throne room, cleaning up after the Queen had left. Minuette, seeing North Pole was stacking some papers over by the throne, trotted over to him.

"So, I heard that Nurse Redhart is really cleaning things up down in the clinic." The unicorn mare whinnied. "And it's all thanks to our newest pony, Lord Shadowvale."

"I take it you don't trust him." Cancellor Pole stated flatly, getting right to the point as he usually did.

"Of course I don't trust a pony that came out of nowhere!" Minuette snorted. "He and his goons could be spies sent by Celestia, trying to undermine us!"

"Will you ever get over your anti-alicorn paranoia, Minuette?" North Pole complained "You just can't seem to get past your delusion that Canterlot is out to get Dream Valley!"

"They sent us out here to die, didn't they?" the unicorn mare snapped back. "It's your job as Chancellor to be cautious!"

"Who says I'm not being careful?" North Pole asked. "I can be cautious, while still taking advantage of the benefits of Shadowvale serving the royal court."

Minuette stopped. "So you've taken precautions, then?"

"Why of course, my dear!" North Pole nodded and smiled. "In truth, there are few ponies I actually trust at all."

...

Word soon got back to Canterlot, of the change in the fortunes of the Dream Valley exiles. When one particular mare high in the government heard the news, her reaction was lest than thrilled.

"THOSE PONIES GOT MEDICINE AND A DOCTOR!" The angry mare roared at the stallion in front of her. "YOU PROMISED ME THIS WOULD NOT HAPPEN!"

"Technically miss... she's a nurse, not a doctor." The Canterlot paper pusher corrected her. This earned his a powerful ZAP! from the angry mare.

"This situation is rapidly getting even more out of control!" The shadowy figure snapped. "I'm afraid more direct action will be required!"

"What are you going to do, mistress?" the pencil-pusher pony inquired, quivering behind his clipboard.

The mare went over to a nearby table, and took the lid off of a particularly disgusting-looking vile of purple goo.

"What the hay is that?" The stallion lackey inquired, looking at the disgusting concoction.

"Luna's mages weren't the only ones working on experiments a few years back." The mare said with a smile. "Celestia's scientists were developing several terrible weapons to use against Equestria's enemies, this little terror was among the worst!"

As the two equines looked down at the swampy slime, it immediately began to emit a harmonious sound, that almost sounded like singing...

"Bow-bow-bow-bow-bow- noth-ing can stop, the-"


	5. Chapter 5

_a horse of a different color_

"Changelings, my queen!" Golden Harvest wailed, galloping down the hallway towards the throne room. "We have changelings in Dream Castle!"

Queen Rosaline looked up from the paperwork North Pole and Minuette were showing her, and looked down at her terrified subject in shock. "What? Did you say Changelings?"

"The new Pegasus! They're changelings! I saw them!" The earth pony whinnied. "I was the only one who was through their disguises!"

"WHAT?" Minuette shrieked, seething with anger. Everypony knew how much Minuette hated Changelings. Queen Chrysalis had brainwashed her into a crazy bridesmaid by at Princess Cadence's wedding, and Minuette hadn't forgotten it! "My queen, if those brutes have infiltrated Dream Castle, they have to be hunted down and destroyed!"

Cherry Jubilee came galloping in after Golden Harvest, running in between the queen and her friend. "Pay her ramblin' no mind, yer haighness! She's simply stressed over losin her eyes an' all!" She spun around to face her friend. "Let's get out o' here, Carrot Tawp! Before ya embarrass yerself further!"

"I'm not so sure, my good Miss Jubilee." North Pole looked thoughtful. "I've heard stories of the jewel eyes being able to see through certain mystical illusions and disguises... and Shadowvale and his stallions have been suspicious ever since they first arrived here."

Minuette looked to one of the guards in the throne room. "I want Dream Castle put on lockdown! Send out teams of guards to locate each of the thirteen Pegasus Lord Shadowvale brought with him! And have each team take a Twinkle eyed pony with them to root out the hidden changelings!"

"My queen, I have a further solution to help us with this 'shadowy' problem." Chancellor Pole spoke up.

"Really?" Rosaline gestured towards him with her hoof. "Please explain."

"Among the experiments Luna's scientists developed at the Tambelon labs, there was a red elixir the unicorn scientists created. This elixir can inoculate a pony against a Changeling's ability to feed off their love, making the pony immune to the shape-shifter's powers."

"Yes, I know what he is talking about!" Minuette exclaimed. "We have dozens of canisters of the stuff that they sent from Tambelon

"A sort of an anti-changeling serum... I see." The queen nodded. "Minuette, have every pony in the castle report to the clinic immediately for a red elixir vaccination!"

"At once, my queen!" Minuette bowed, as ponies in the throne room immediately set about their tasks.

...

"All right, all of you... one at a time!" Nurse Redhart called out to the large assembly of Ponies. "Please form an orderly line, and we'll get to you as soon as possible!"

Thousands of ponies from all over the castle had come, answering the summons to get vaccinated. When word of the possible changeling infestation had spread, every equine had rushed to do everything possible to keep their families safe from being kidnapped and replaced, or simply drained.

"Can you believe it dear? Changelings in the castle!" Sassaflash told Caramel, as she waited in the line. "I knew we couldn't trust those shifty Pegasus when they first arrived here!"

"They won't be here for long, Sass!" Caramel replied smugly. "Once there's nopony to feed on, they'll soon move on to greener pastures!"

It was at that point, that Noteworthy came trotting up in line to get his shot.

"U-um Nurse Redheart?" He sputtered out nervously. "I-it's so good to see you again!"

"Huh? Oh, Noteworthy, isn't it?" Nurse Redheart asked, recognizing him from Ponyville. "Don't be nervous, this will only hurt a little bit!"

"No, that's not what I-YEOUCH!" The pony yelped in pain,as she stuck his needle in his hoof.

"Awww don't be such a big baby!" She teased the stallion. "Next!"

...

"Order up!" Inky Pie yelled. "Waiter! Get that bowl of hay soup out to table six, on the double!"

"Right Away, Miss Pie!" The stumbling stallion whinnied, grabbing the tray, and rushing it out to the table.

Despite his being spoiled, and totally unaccustomed to physical work, the kitchen staff found Prince Blueblood made an excellent waiter and server for the castle's dining hall. His refined manners made him poplar with the customers, and finally gave the prince something to do. Currently, all the gossip in the hall centered on the news that changelings had infiltrated the castle, and everypony was looking around at the others with suspicious glances.

"Here you go, table six!" Blueblood exclaimed, putting the piping hot bowl of soup down. "Fresh hot piping bowl of- why, Miss Shores!"

The prince was surprised to see the pony of pop sitting there, waiting for her order of soup. It had been another pony from the previous shift who had taken the order, so to find the famous equine at the table was quite a shock!

"'bout time that food got here!" Sapphire snorted impatiently. "I've been waitin' for over an hour! Heck, you're not even the pony I ordered it from!"

"I am terribly sorry, Miss Shores!" Blueblood apologized profusely. "But this whole changeling hysteria has gotten things all in an uproar-!"

He gently placed her bowl of soup on the table. But when he went to set down her iced tea, the prince accidentally knocked her fork off the table.

"Oh, let me get that for you." He muttered, levitating the fork back up from the floor. But the spoiled klutz fumbled, sending the floating fork flying straight at Sapphire Shore's head...

...knocking her tiny hat clean off.

"My word!" Blueblood whinnied in shock, spying what had been underneath the hat. "Is that a... unicorn horn?"

"AHHHHHH!" Sapphire Shores shrieked, running out of the dining hall. The eyes of all the ponies in the room turned towards where Blueblood was still standing, dumbstruck.

"Miss Shores is... a unicorn?" The prince said in shock.

"That can't be Sapphire Shores!" Apple Cobbler exclaimed from the kitchen. "No way she's really a unicorn!"

"That's gotta be a changeling!" Cherry Cola exclaimed. "After her, everypony!"

"Changeling? Aieeeeeeeeeee!" Every pony in the dining hall went galloping out in fright, leaving the place empty.

"Well, there goes the afternoon dinner rush!" Apple Cobbler quipped.

"Ohhhhh, Blueblood!" Inky Pie sighed, putting her hoof against her forehead. "Cant you do _anything_right?"

...

"Ah'm sorry ah didn't believe ya 'bout the changelings, Carrot Tawp!" Cherry Jubilee whinnied, as the two mares worked in their garden. "Ah shoulda takin' yer words more seriously!"

"It's all right, Cherry!" Golden Harvest replied with a laugh. "If I had heard another pony say that, I would've thought she was crazy, too!"

It was while they were pulling out some plants in the vegetable section, that the two of them saw a panicking changeling screaming and running across the far side of the garden. A squad of Dream Valley troops, accompanied by a twinkle-eyed mare, sweeped behind him. The unicorns paralyzed the pleading changeling, and carted him away.

"Say, Carrot Tawp, why didn't y'all join the search?" Cherry Jubilee asked. "Ya'll do have the eyes for it, aftah all."

"The queen told me to take a break after all that I have been through." Golden Harvest shook her mane. "Still, I'd do anything I could to help hunt those foul devils down!"

"Still, it is kind of a shame!" Cherry said with a sigh. "The stallion Pegasus were kinda cute fellers! Ah wuz thikin a' askin one o' them out before all this happened!"

"Well, let me tell you one thing, Cherry." Golden Harvest told her, pulling one of her carrots out of the ground. "You'd never catch me being friends with one of those slimy creatures, let alone dating one! You can be sure of that!"

...

"Shadowvale! There's anti-Changeling hysteria running through the castle!" Mayfly hissed, galloping back into the tower room the changelings had been given. "You were right! The Twinkle eyed ponies can see us!"

"And the queen is using that ability to hunt us down!" Thornspike agreed, trotting in after her. "What are we going to do, Shadowvale?"

"Now just calm down, you two!" their leader snapped back. "The other twelve have already been nabbed throughout the castle, even though they were in disguise! We need to-"

"What you need to do is come with us!" North Pole, Minuette, and Carrot top trotted up to the door, backed by two unicorn guards. "The queen would like a word with you!"

Thornspike immediately charged at North Pole, but was sent flying by a telekenetic blast from his horn. Mayfly leaped at Minuette, but was slammed into the wall by a magical blast. Before anypony else could move, though, the queen came trotting into the room.

"All right all of you, that's enough!"

"But-" Minuette protested.

"I said ENOUGH!" The queen roared, casing everypony else to fall silent. "Thank You, now, let's deal with this matter, shall we?"

"Do your worst!" Shadowvale snorted, as the queen approached him. "I regret nothing for trying to save my race!"

"If you cooperate, I may not do anything to you, or your troops." Rosaline whinnied.

"What do you mean?" The Changeling leader asked suspiciously. "Ponykind seeks only to destroy us!"

"You have so far done us no harm, and have only benefited from the medical supplies and the nurse you have brought here." The queen cocked her head. "I see no reason you could not stay in Dream Valley, and work for us.

"YOUR MAJESTY!" Minuette scoffed, looking at her queen incredulously. "Surely you don't mean to..."

"There's nothing left for us here now!" Shadowvale pointed out, shifting back to his normal form. "You're little cure has made it so we can no longer feed off your subjects emotions! Even if you let us go and we agreed to work for you, we'd starve if we remained here!"

Queen Rosaline motioned to one of her guards standing outside the doorway, and he brought a beaker of the foul smelling, noxious red liquid. "Drink it." She ordered Shadowvale.

"Are you mad?" He snorted in anger. "That's the very substance that is designed to block our abilities! Who knows what it will-"

"She ordered you to drink it! So, drink it!" Minuette roared, as she and North Pole pointed their glowing horns at the clan Masquerade leader threateningly. "NOW!"

"As you wish..." He replied bitterly, taking the beaker from the guard, and downing it in one gulp. "Agh, that stuff is most foul!" He coughed and gagged.

_ "Any minute now..." _Pole whispered to himself.

A crackle of energy shot through the changelings body, and he morphed into his black Pegasus form. "Hey! I didn't do that!"

"How is your appetite for stealing pony's love now?" The queen asked.

He looked up in the air for a second. "It's... gone! It feels like I've had a full meal! As if I don't even have to steal love!"

"And your shape shifting abilities?" Chancellor Pole asked him curiously.

Shadowvale morphed into the chancellor. "Fully functional! You ponies have cured me of my hunger!"

"It appears, my queen, that the cure worked on the changelings as predicted." North Pole commented. "Giving them the base form of ponies, and negating their hunger for emotional vampirism."

"But unlike ponies, you'll need regular doses of the elixir to survive." Rosaline continued. "For now that you can no longer feed on emotions, you'll withier and die without the elixir!"

_"Creating a chemical dependency to keep them in line! While keeping their shape shifting talents for our use!"_ Minuette thought to herself. _"Well played, my queen!"_

"You took us in when nopony else would, gave us a second chance at survival even after we deceived you... and now, you've found a way to remove our need to always find love to steal!" Shadowvale bowed to the queen gratefully. "If going without the need to feed means eternal servitude to your royal line, and a monthly dose of that vile sludge... we are at your service my queen!"

The satisfied monarch looked back up at North Pole and Minuette. "Sooo... what do you say we turn our new shape-shifting spies loose on my dear aunty Celestia's court, hmmm?"

Both the chancellor, and the lady in waiting, flashed dark smiles at the thought of what was in store for the alicorn princess...


	6. Chapter 6

_intergration_

"Honestly, can you believe it?" Golden Harvest asked her friend, aghast at the news she had just heard from another mare. "The queen is actually letting those... those nasty beasts _stay_ at the castle!"

"Now ya jest calm down, Carrot Tawp!" Cherry Jubilee told the other mare. "North Pole tol' me they have those ornery critters under control! Ah don't think th' queen would let em' be heah if they were actually a threat to everypony!"

The two of them were on their way to the cafeteria, having just finished picking the day's allotment of vegetables. Golden Harvest was looking around every corner nervously, afraid a changeling would pop up at any moment. The nervous mare was terrified the shadowy shape shifters were still carrying a grudge.

"Aw, would y'all calm down, Carrot Tawp?" Cherry Jubilee snorted angrily. "They ain't comin' ta get ya, so ya'll can jes calm down!"

"Yes, your friend is correct." Shadowvale responded, materializing from a spot near the wall. "If we were going to do something to you for penetrating my disguise, you'd be extinct by now!"

"AHHH!" Cherry Jubilee yelled in surprise, jumping backward. "It's the changelin' leadah! Ya'll was raight Carrot Tawp, he's come for ya!"

"Yes, I have." He said calmly, looking over the jewel-eyed mare who was frozen in fear. "I've come to apologize for causing you so much discomfort, and would like to accom-pony you to the mess hall, as a gesture of goodwill."

"You're kidding, right?" Carrot Top asked incredulously. "You can't seriously think a pony would trust one of your kind, do you?"

"Oh, please!" Shadowvale scoffed. "Do you really think I could do anything, with the exilir having taken my draining abilities away forever? Besides, we're surrounded by Dream Valley guards here... not to mention al the civilian ponies watching us like hawks."

"All right..." Golden Harvest replied suspiciously, eyeing the changeling leader. "Let's go to the cafeteria, then."

The Pegasus stallion nodded, and led her through the doorway. Behind them, a bewildered Cherry Jubilee was trying to figure out what the heck had just happened.

"Carrot Tawp?" She asked silently, her ears drooping as the stallion led her friend into the dining hall.

...

"Wow! So you've been a unicorn this whole time... and you never told anypony?" Cherry Cola asked in shock, shaking his mane. "It's hard to believe a celerity like you, kept this a secret for so long!"

"Yeah, well it really wasn't that hard to keep it from everypony!" Sapphire Shores scowled. "Until little spoiled princey over there blew my disguise, and gave me away to the whole castle!"

The pony of pop glared over at the royal unicorn stallion, who merely hid his face in shame. Blueblood had royally bungled it again, and her knew it.

Following the incident at the dining hall the previous day, the castle guards had tracked Sapphire back to her room and captured her. After holding her for half an hour and asking several questions, the crown finally had her released. Tired and humiliated, the newly outed unicorn made her way back to her room.

It wasn't long, however, before gossip quickly spread to every mare and filly in the castle, about Sapphire's secret. Depressed and dejected, the pop star had made her way back to the mess hall, where she had drowned her sorrows in seven milkshakes. The kitchen staff, feeling sorry for what had happened to the pony of pop, had come out to comfort her.

"But I don't get why you disguised yourself as an earth pony!" Apple Cobbler whinnied, dumbstruck. "Why decieve your fans for all these years? You would've had it much easier building your career as a unicorn!"

"I wanted to appeal to the common pony, not those stuck up unicorn elite in Canterlot!" Sapphire replied with a sigh. "I guess it really doesn't matter out here anymore... I just wish I could have told everypony myself instead of this disaster happening!"

"No offense, Sapphire... but I really don't think that's going to matter her anymore!" Apple Cobbler replied with a chuckle. "If the queen can integrate changelings into our society without much trouble... then I don't think many of the old prejudices are going to hold in Dream Valley."

"Hey... you're right!" Sapphire's ears suddenly perked up. "That's what we are here, one big family! Earth ponies, sea ponies, Pegasus, changelings... we're all one herd now!" The unicorn mare suddenly squealed in delight. "Ohhh, I think this has inspired me to write a new soooong!"

On the other side of the Cantina, Nurse Redhart was enjoying her lunch. Spying the nurse out of the corner of his eye, a nervous Noteworthy trotted up with his tray.

"E-excuse me, is this seat taken?" The earth stallion asked nervously.

"Huh? No, go ahead." The mare smiled politely, moving her tray a bit. "You're Noteworthy, the stallion from Ponyville, right?"

"Yeah." He replied nervously. "So, how things in your new clinic?"

"Oh, not bad. Kind of odd to be in charge of everything myself." She replied with a sight, taking a bite of her hay sandwich. "And most of the ponies helping me down there don't know very much about medicine. I've been having to read up on a lot of the medical books and journals the Changelings brought me."

"Wow, you must not have much time to yourself." Noteworthy whinnied sympathetically. "I never have a moment's peace from all the songs Sapphire wants me to write!"

"That's right! You're a musical composer!" Redhart smiled, remembering. "You wrote all the music for our annual Ponyville recital last year!"

"Yeah... that was a long time ago, feels like." He replied sheepishly, scratching the back of his neck with his hoof. "I miss writing all those different types of music, too..."

"I love listening to good music, Noteworthy. I always loved going to concerts when they were held in Ponyville." Redheart sighed. "I'd love to come and listen to you play some of the classics on the piano sometime."

"R-really?" Noteworthy's ears perked up. "That'd be great! I'd love to come down, and help you out in the clinc sometime, if your ever shorthoofed!"

"That would be helpful." She replied with a grin.

As they were talking, Sapphire Shores suddenly game galloping up, almost out of breath.

"Noteworthy, come on! I have a new song idea!" She pushed him away from the table. "Bring your lunch with you, and let's get to the piano before I lose the inspiration!"

"Hey, wait!" Noteworthy protested, as the pony of pop shoved him out the door.

"What a funny stallion!" Redhart giggled to herself, finishing her meal.

At another table, Caramel and Sassaflash watched the proceedings with interest. The two were on their brakes, and were enjoying a plate of spaghetti together- a rare occurrence, given their hectic schedules.

"He likes her." Caramel noted, watching Nurse Redheart leave. "He likes her a lot."

"And I think she may like him back." Sassaflash responded. "But Redheart's too wrapped up in her work to notice him."

"Think we should help them, love?" Caramel asked, feeding her a fork full of spaghetti off their plate. "It' pains me to see the two so lonely... and besides, Noteworthy's an old friend!"

"Yes, I agree we should help." Sassaflash replied with a smile. "You talk to Noteworthy first chance you get, and I'll speak with our good Nurse next time she's off duty."

"Maybe they can find the happiness we've found, m'love." Caramel replied, gazing into her eyes, as he fed her another meatball...

After Sapphire had left, Cherry Cola and Apple Cobbler were sitting around, tapping their hooves. A furious Inky, having returned from one of the kitchens on the floors above, came out to the table and glared at them angrily.

"What are you two doing out here? You have orders to fill!" Inky demanded angrily, tapping her hoof. "Get back into that kitchen this instant!"

"Awww, don't be such a nag, Inky!" Apple Cobbler grumbled, waving a hoof dismissively. "We'll get to it, when we're good and ready!"

"Yeah, chill out!" Cherry Cola agreed. "We're not gonna fall behind!"

"Urrgh!" Inky yelled aloud in frustration. "Can't I get _anypony_ to do _anything_?"

At that, Prince Blueblood suddenly stood up and trotted over to the table where the two lazy ponies sat. A look of anger spread across his face, as he stared down at them

"Excuse me, my good ponies, but I wish to have a word with you." The unicorn stallion snorted angrily. "You two make think it is funny to just sit their and laugh at your superior. But I will NOT TOLERATE your insubordination to this fine mare!" Blueblood's eyes seemed to blaze, with a fire none of these ponies had ever seen before. "Now, I suggest you both make haste to that kitchen, before I am forced to make you regret your actions!"

The two ponies stared disbelieving for a few moments... before galloping back towards the kitchen in a panic. Inky stared at the stallion in shock, amazed that he had done something right.

"Blueblood, that... that was amazing!" Inky replied in shock. "I can never get those two to listen to me, how-"

"A prince must have a commanding authority about him." The prince replied simply. "Even if I cannot use the royal Canterlot voice, I can still make ponies listen when I speak!"

"So the one thing you're good at, is telling people what to do." Thinking for a moment, a smile spread across Inky's face. "Your highness, I think you're about to become the king of the kitchen!"

...

"I must say, I can't believe how cleverly you handled that changeling situation, North!" Minuette grinned at him, as the two trotted towards the throne room. "You not only eliminated a major threat, but you gave our queen a valuable new set of assets to work with!"

"Why thank you, my dear!" Pole replied, trotting a little closer to Minuette. "And I must say, you do a splendid job of keeping the queen's day to day affairs running smoothly!"

"Thank you, North, that's sweet of you." She moved in close to him, and suddenly began nuzzling his thick, blue mane. "But the way you craftily handled your political power, like the skillful manipulator you are... oh, the power, North Pole! The power drives me _crazy_!"

"Minuette, control yourself, please!" North Pole commanded, pulling away from the blue mare. "We're about to enter the royal court!"

The two unicorns trotted into the throne room, where Queen Rosaline was already speaking to the two Flutter Pony envoys.

"So we have an agreement, then?" Rosaline asked them, her eyes shifting between the two flutters. "Our terms are amicable to you and your illustrious ruler?"

"Indeed, my lady." Ploomette, the pink mare with a rainbow wings, replied. "Queen Rosedust accepts your offer of alliance, and looks forward to Dream Valley's aid, should we come under attack by Equestria."

"And we shall expect the same, should my Aunt Celestia decide to bring her wrath down upon us." Rosaline snorted. "But has your queen been able to secure Princess Cadence's support?"

"Our queen has already dispatched two ambassadors, Diamond Rose and Sweet Song, to the Crystal Kingdom to secure her aid." Daisy Dreams, the purple flutter pony with the pink mane, flexed her wings. "It is our queen belief that a untied, three-kingdom front will be enough to force concessions from the royal princesses of Equestria!"

"And I quite agree." The queen snorted. "And that is why I am dispatching several ponies on a mission to Canterlot that will give us the intel on what Celestia is planning to do!"

"Intelligence gathering... an excellent strategy, your highness!" Ploomette agreed, nodding. "Allow us to send a squad of flutter ponies to aid your team."

"They are called the Windy Wing Ponies, and they will serve your mission well." Daisy Dreams agreed. "But what if it should turn out Canterlot _is_ plotting against us?"

"If my aunt and her bureaucracy are readying any kind of attack on us..." Rosaline narrowed her eyes. "Then all of Canterlot will pay for that decision!"


	7. Chapter 7

_Infiltration_

Morning came to the city of Canterlot, as Luna's night watch left their posts, and were replaced by the Unicorns and Pegasus of Celestia's day guard. Shopkeeps were opening there stalls, and the well-to-do unicorn elite were milling about. The capital was rising with the sun, beginning a day as it had a thousand more before it.

So wrapped up in ther daily routines were these ponies, that they failed to notice a dark shape moving beneath the surface of the river. Shadowy and silent, it seemed to swim towards the great mountain, and then up the waterfall against the raging current. No ponies saw it sweep into the town, and surface in the form of four sea ponies, pushing a large air bubble along.

Coming to a spot along the river where they saw no other equines around, the Sea ponies ejected the bubble onto dry land, where it popped and released the three changelings it had contained.

"Thank you for your help. my good sea mares." Shadowvale whinnied, bowing to the ladies who had brought them up the river. "You should all return to the castle now, my aides and I will take care of it from here."

"Shooby Doo! Shoop shoopy Doo!" The three ponies bowed to the changelings, then dove back into the river.

"Well, it's up to us, now!" Thornspike hissed, as the three of them changed form. "I hope those flutter ponies come through on their end of the plan!"

"Don't worry about those girls!" Mayfly assured him. "Just concentrate on what we're supposed to be doing!"

...

"Lieutenant, report!" The armored unicorn snorted, trotting out onto the castle balcony. "What news from all of the pony patrols in the past hour?"

"Sir!" The lieutenant saluted with his hoof. "All patrols report everything quiet in the city, sir!" The Stallion snorted confidently. "Status is normal."

"Very good, soldier!" The captain held his head up high. "Keep your eyes peeled, and inform me of any change!"

As he looked out over the city, Chocolate Tail admired how orderly he and his guard were able to keep the peaceful and prosperous pony capital. A unicorn from one of the city's chief families, Chocolate hade taken over the position of captain of the Canterlot royal guard, following Shining Armor's ascension to the crystal pony nobility.

He had studied under Shining as his second in command for years, but there had been no trouble under his watch, unlike his predecessor! Oh no, there would be no changeling invasion or discord attack under _his_ watch!

"Hehehehe!" A giggle came from the street below, and both Capitan Chocolate and his subordinate looked down to see three mares smiling up at them.

"Sir look!" The guard told his captain. "It's Diamond Mint and her Friends!"

"Hello, ladies!" The brown pony with the laurel wreath cutie mark grinned. "How's the shopping in the Canterlot Market today?"

"Oh, just fine!" The blue unicorn mare giggled back, batting her eyelashes. "You should come down, and join us sometime!"

"Would love to, ladies! But duty comes first!" He bowed to them. "Stop by after our shifts sometime, maybe we could go out for a milkshake!"

The three filly giggled, and trotted away quickly. As soon as they were out of range, the three girls morphed back into their changeling forms.

"That was disgusting!" Shadowvale snapped, trying not to gag. "Playing a flirtatious female for those Stallions!"

"I don't know." Mayfly replied with a giggle. "They were quite handsome!"

"Would you save the hormones for later?!" Thornspike snapped, pulling out the crystal ball the queen had given him, handing it to Shadowvale. "Here you go, sir. You'd best contact the queen now!"

"Thank you, Thornspike!" He replied, tapping on the magical communication device's surface. "Queen Rosaline, this is Lord Shadowvale, can you hear me? We're inside Canterlot!"

...

"Yes, we're picking you up loud and clear!" She informed him, as she and her courtiers stared into the receiving crystal ball back in the Dream Castle throne room. "These portable magic communicators chancellor Pole picked up work like a charm!"

"I must say North, it looks like your little toy the unicorns in your R&D magic department came up with works like a charm!" Minuette grinned, nuzzling him every time the other ponies in the room weren't looking. "It's like we're actually standing there in Canterlot with the Changelings!"

"Thank you, my dear!" North Pole smiled at her. "It works on the same principle as an enchanted viewing mirror, only portable!"

"Shadowvale, you and your ponies need to make you way to the castle!" Rosaline ordered. "Follow the directions on the map I gave you, and you should reach Celestia's inner chambers!"

"As you command, my queen!" He saluted her, and the three changelings went invisible. As they began following the map through the twisting and turning hallways of Canterlot Castle, the three ponies back at court saw everything they saw through the enchanted glass.

"Are you sure they're going the right way, my queen?" Minuette asked, in a concerned tone.

"I grew up in that place, my dear Minuette." Rosaline snorted. "I believe the directions I've given them, should lead our three spies right to Aunt Celestia's study."

"Apologies, my queen." Minuette bowed, as the three turned their attention back towards the viewing globe.

The changelings passed several servants going about their business, when Thornspike almost bumped into an earth pony maid, carrying a stack of folded sheets on her back. The maid flinched, then snorted and continued on her way.

"Watch your step, you stupid stallion!" Mayfly hissed. "Or your going to give us away!"

"Oh, sorry!" The changeling winced.

It was then that they passed a a small study off to the side, the three heard voices talking in very loud tones. Shadowvale was ready to ignore the conversation, until he heard the words 'Dream Valley' .

"Wait a minute, my brothers!" He hissed at the others. "I think we may find some awnsers in here!"

"Go ahead, Shadowvale." Rosaline quietly encouraged him. "I want to here what they are saying."

The three stealthily made their way into the study, where they saw a stallion and a mare talking to each other- the mare in a raised, dominant tone... and the Stallion responding in hushed, submissive whispers. The stallion was standing out in the open, but the view of the mare was behind a bookcase, making it so she couldn't be seen from where the changelings were standing.

"But how do you plan on delivering the Smooze to Dream Valley, my lady?" The wormy underling pony sniveled. "Any shipment to the everfree forest will be detected by the Princesses' forces!"

"We'll have to get it there through unusual channels." The angry mare replied thoughtfully. "Perhaps we can take it through Ponyville..."

"The Smooze!?" North Pole whinnied in shock. Rosaline and Minuette stared at him as a result. "No, it can't be..."

"It's a good thing the two ponies we're spying on can't here us!" Minuette replied with a chuckle.

"We could try getting it though on a shipment of magical goods!" The lackey suggested. "Who cares if Ponyville is 'accidentally' devoured?"

"Dream Valley will at last be cleansed of that impure filth!" The shadowy mare chuckled. "And the everfree forest shall belong to the order of Gloom once more!"

North Pole and Rosaline noticed Minuette went pale at the mention of the order of Gloom, and decided they would question her about it later.

"Shadowvale, see if you and the others can get closer." Rosaline whinnied. "I want to see what that mare looks like!"

The three changelings trotted around quietly to comply, but at that moment, the mare suddenly seemed to detect them.

"Someone else is here, I can feel it!" The mare hissed. "Search around, you dolt!"

"At once my lady!" The lackey threw some magic powder into the center of the room... and the chagelings suddenly became visible!

"We've been compromised!" Thornspike hissed. "Everypony run for it!"

The three changelings leapt towards the large window, smashing through the glass, and taking to the skies in flight.

"Guards! Changelings!" The lackey pony called out. "Changeling ponies in the castle! Don't let them get away!"

"Shadowvale! Get your troops out of there, at once!" Rosaline yelled. "The Flutter ponies will cover your escape!"

It was at that point, that several Pegasus guards were hot on their tails.

"We've got incoming, boss!" Mayfly hissed, looking back at the approaching stallions. "Handsome, but very deadly!"

"Lets go, guys, pick up the pace" Shadowvale called out to the other two, as they flew higher. "It's up to our fluttery friends now!"

...

"All right, girls!" A Pink flutter pony with a sun cutie mark called out. "We're getting near Canterlot! Get ready to strike, and strike hard!"

The elite fliers of the Flutter pony tribe, the Windy Wing ponies were the insect-winged equivalent to the Wonderbolts. Queen Rosedust had sent them to aid the Changelings in thier escape from Canterlot.

"Aye aye, Capitan Sunglider!" An eager purple pony with a pink mane called out. "We'll hit those lowly Equestrian mules with the full burnt of Flutter Power!"

"You're waaay to happy about having to fight, Flurry!" A yellow pony with a green mane chided her. "We only enter conflict because we have to!"

"And you're waaay to much of a coward, Cool Breeze!" The flutter pony with the snowflake cutie mark snapped back. "What, you afraid they're going to scar up that precious palm tree cutie mark of yours?"

"Both of you, ENOUGH!" Sunglider snorted. Now, let us fly low over the castle, and announce our presence!"

The seven mares swooped in over the city, causing several of the ponies to stare up at the sky, and point. A guard blew the alarm horn, and Chocolate tail and his troops came rushing out of the guardhouse.

"It's the Flutter Ponies! We're under attack!" " He called out, motioning with his hoof for his troops to strike. "Unicorns, fire! Pegasus, Scramble!"

The Pegasus soared up after the approaching butterfly-winged ponies, while the unicorn guards fired energy blasts at them.

"Oh, bring it on!" Flurry called out, as the flutters moved between the fleeing changelings, and the attacking equestrian ponies.

"Shift to utter flutter!" Sunglider called out, causing all of the Widy Winged ponies to vibrate their wings rapidly. The utter flutter created a force wall that both blocked the magical blasts, and blew the attacking Pegasus away.

"Sorry!" Cool Breeze called out apologetically. "Hope we didn't hurt you!"

"They...they can do that?!" Chocolate Tail whinnied, his jaw hanging open in shock. "I didn't know their utter flutter could block magic!"

"See you later, losers!" Flurry called back, as the Flutters and flew up beside the Changelings. "For Dream Valley, and the Flutter kingdom!"

The defeated Royal guards could only stare up helplessly, as the two groups of ponies vanished over the horizon.

"I don't believe this!" The humiliated Chocolate Tail snorted, turning to his lieutenant. "Soldier, inform Princess Celestia about what has occurred. Tell her we have a situation..."

...

"You ponies know something about what is going on here, and you are going to tell me!" Rosaline snorted, her two highest ranking advisors before her. "I want answers, and I want them now!"

"As you wish, my queen!" Both replied nervously in unison.

"All right, North Pole... out with it!" Rosaline snorted, looking down at the pony bowing before her throne. "I know you know something! What is the Smooze?"

"I-it was part of a top-secret project, being worked on by Celestia's unicorn researchers after the Changling invasion!" The Chancellor hesitated for a moment, before replying. "It was supposed to be some kind of weapon, to protect Equestria from it's enemies!"

"And... the order of gloom?" The queen looked over at Minuette.

"There was a story, passed down though my family..." The blue unicorn started. "About a top-secret order of mages, started by Princess Platinum, Commander Hurricane, and Chancellor Puddinhead... to safeguard the new Kingdom of Equestria!"

"Top Secret... they must have been the medieval equivalent of black ops." North Pole realized.

"The order of Gloom did the dirty jobs to protect Equestria, that no other pony would lower themselves to do." Minuette continued. "It was rumored they operated out of this region, drawing on the dark magics that emanate from Dream Valley to casts their powerful spells needed to carry out their plans!"

"That must be why the weather operates normally in the everfree forest, and the true sun and moon shine forth on Dream Valley!" Rosaline exclaimed. "Their spellcasting influence must have held Discord's chaos at bay!"

"And, it might have also been what unintentionally corrupted a young Princess Luna into Nightmare moon." The Chancellor finished. He turned to Minuette. "Why didn't you ever tell us this?"

"M-my family thought the order had been destroyed when Discord enslaved Ponykind!" Minuette replied defensively. "They never re-emerged after Luna and Celestia's takeover!"

"They must have gone into hiding, and infiltrated the new government after Discord's defeat." Pole theorized. "I wouldn't be surprised if they were the ones who convinced Celestia to abandon the palace of the two sisters, to move the new government away from the nexus of their power!"

"And now, we're here... squatters on land they feel rightfully belongs to the order." Rosaline finished. "So they're working from within the Equestrian government to wipe us out, and take Dream Valley back for themselves!"

"Your majesty, with all due respect..." Daisy dreams replied, having been listening to both the inflation of Canterlot and the conversation from the sidelines. "Please don't tell me you're buying into all of this hearsay about 'clandestine organizations' and 'ancient conspiracies'!"

"This is clearly the work of the tyrant Celestia, seeking to wipe out the other three kingdoms with this 'smooze', starting with Dream Valley!" Ploomette agreed.

"My queen, surely you can see the danger here!" North Pole snorted.

"He's right!" Minuette whinnied. "We can't be rash until we can be certain of-"

"Ladies, tell your queen we seek further information!" The queen informed the two flutter ambassadors. "We will not act until we are certain of what's going on here!" She looked back towards Minuette and North Pole. "Until then, not a word of this to any of this to the Dream Castle populace!"


	8. Chapter 8

_Quiet Time_

"So you're name's Golden Harvest, correct?" Shadowvale asked simply. "I had seen you around the castle several times, before the - ah, 'incident'."

"Yeah, though my friend Cherry insists on calling me 'Carrot Top'." She replied with a laugh. "I'm originally from Ponyville."

The two had met down in Inky's canteen for lunch, seeing it was where most of the 'higher up' ponies at Dream Castle tended to dine. It was just after lunchtime, so the two had managed to avoid the crowds.

"What was it like growing up in a pony town?" Shadowvale asked curiously.

"It was rather nice... everpony knew everypony." She smiled at the memory. "I grew up there with my friends Lilly, Daisy and Rose."

"Do you ever miss them?" He asked, sipping his cider.

"Yeah, it makes me a little sad to think about how I left them all behind." Her ears drooped . "But I am glad I got to meet all my new friends here, like Cherry!"

"I never knew what it was like growing up with friends." The Changeling sighed. "In the hive, we were all very cold and distant with each other. My little battalion was always considered strange, for having developed feelings of camaraderie towards each other!"

"How sad." Golden Harvest whinnied. "Well surely you can all make some new friends here!"

"Hm, perhaps." He mused, taking a spoonful of his tomato soup, before looking back up at her. "Tell me, Golden... did you have a very special somepony back home?"

"Well, there was a unicorn stallion I went out with a few times." She replied. "He and I took Derpy's daughter Dinky to the Canterlot Rodeo one year, when she was to sick to go."

"Really? What happened with him?" Shadowvale asked, downing the rest of his cider.

"Eh, he ran up a huge bill from eating snacks at the rodeo, and left me stuck with it." Golden Harvest Snorted. "I had to stay behind in Canterlot and clean the stands for days after that deadbeat left to pay his debt."

"I can see how that would end any potential relationship." Shadowvale replied with a chuckle. "But I hope that hasn't soured you on finding a good boyfriend out there."

"Oh, I may consider dating again, if the right stallion came along." She finished with a small smile. "By the way, you missed our dinner the other day, Shadow. Where exactly did the queen send you on that mission?"

"Oh, would you look at the time!" Shadowvale suddenly hopped up, and galloped away from the table." I've got to meet Mayfly for a battalion drill! Later!"

"Wha... of all the nerve!" Golden Harvest snorted, and trotted away indignantly. From outside the canteen, Cherry Jubilee watched the whole exchange with disgust.

"Ah cain't believe Carrot Tawp is associatin with that ornery critter!" The earth mare snorted. "An' it's even worse she's gettin' feelings for it, too!"

"How do you think we feel about the matter?" Thornspike hissed, materializing next to Cherry. "Our Lord, fhillyandering around with a lowly pony mare!"

"Ah agree, they're terrible for each other!" Miss Jubilee nodded in agreement. "This cain only lead to disaster!"

"Yep..." He agreed, looking over at her. "Wanna go get something to eat, and talk about it?

"I was gonna get a salad anyway." Cherry snorted, as the two trotted in to find a table.

Back in the kitchen, Inky was congratulating Blueblood on a job well done.

"I can't believe it, Blublood!" She smiled, looking around at the busy employees, and orderly workplace. "You've managed to get all of my mess halls in the castle in order, get my entire staff up to peak efficiency! I don't know how you did it, but you made my life a heck of a whole lot easier!"

"Tw'was nothing, miss Inky!" Replied, taking off his chef's hat, and bowing to her. "A stallion of royality has to know how to both command his subjects, while commanding respect from them at the same time!"

Whatever you're doing, keep doing it!" She replied enthusiastically, tying an apron on. "Our quality and efficiency is up to the point, that I was thinking of actually thinking of opening an actual restaurant styled canteen for the upper class of the Dream Valley herd! One so posh and luxurious, even the queen would come to eat!"

"Ohhh, getting my sister to come! Splendid idea!" Blueblood whinnied, suddenly inspired. "In fact we should name the place after her favorite hoof apparel- the Satin Slipper!"

"Her favorite hoof apparel?" Inky looked at him quizzically, as she trotted up to a workstation, and began to cut a pile of cucumbers. "Still 'the Satin Slipper' sounds posh enough to draw the ponies in! I'll just need to requisition the materials from the castle's construction stallions!"

"Trust me, Miss Inky..." He trotted up beside her, Levitating a knife to help her. "This will be the finest eating establishment in the everfree forest!"

...

"Nurse Redheart, a moment of your time?"

The nurse pony spun around to see a Pegasus at the door of her clinic.

"Oh, Sassaflash! Please, come in!" She was putting away some bandages and gauze. "What can I do for you? Do you need a checkup?"

"Oh no, nothing like that!" Sassaflash replied with a smile. "I just came here to talk to you about Noteworthy!"

"Oh, him?" She snorted, rolling her eyes. "Yeah, he's been down here to my clinic a lot, doesn't seem to be anything wrong with him, though. I just think he's worries to much."

"Ummm, Redheart?" The Pegasus replied, rolling her eyes. "There is something wrong, you just havent been noticing it. See-"

"Look, Sass, I'm the nurse here!" The normally unflappable and overly practical nurse grumbled. "I'm sure I'd be able to spot any illness if were to-"

"-he likes you." Sassaflash finally spat out, plain and simply.

"Wait, what?" The nurse pony stopped dead, and stared blankly at the Pegasus. "Run that by me again. You just said _he likes me?"_

"Correct." Sasssaflash replied. "That's why he's been coming down here all the time!"

Sassaflash had never been very close to the pony nurse, but she knew her well enough to say that when it came to an emergency, nothing would phase Nurse Redheart. Be it a brutally broken bone sticking out of a pony's leg, or a pony having a heart attack, the cool, level-headed nurse of Ponyville was always ready for any enentuality!

But nothing could have prepared Sassaflash for what happened next...

"He likes me! He actually likes me! No stallion has ever liked me before! What should I do, what should I say?" The mare's lip trembled, and she started to cry. "Oh no! The way I've been treating him! I thought he was just being annoying! What have I done!?"

With a sigh, the Pegasus trotted over to comfort the sobbing earth mare. Meanwhile, two stallions in an apartment upstairs, were having a very different yet similar sort of conversation.

"You like her, don't you?" Caramel asked the other pony bluntly.

"Well... um... er... that is..." Noteworthy rubbed his hooves together nervously, looking all around the room and blushing.

"I thought so." His friend replied with a chuckle. "Look, Noteworthy, you can't just beet around the bush with this kind of thing! You need to tell her how you feel!"

"But what should I do?" Noteworthy asked him, his teeth chattering. "Should I ask her out, or wait for her to ask me out?"

"It's always best for some pony to take the first step, Note." Caramel advised him. "Otherwise, nopony is going anywhere!"

Noteworthy thought for a moment, then looked over at the other pony, and nodded.

"You absolutely right, Caramel! I'll do it!" His face suddenly lit up. "First time I see her tomorrow, I'll ask her to a play the the castle theatre with me!"

"Well, it's a first good step!" Caramel agreed, shaking his mane. "I wish you the best of luck!"

...

Behind the locked doors of the throne room, North Pole and Minuette were looking over the latest reports coming in from Golden Harvest and Cherry Jubilee on Agriculture. Needless to say, the two unicorns of court were not pleased.

"This is insane!" The chancellor stallion grumbled. "Even with all the tons of fruits and vegetables we'll be harvesting from the castle's crop this fall, we won't have enough food to feed the castle's ponies for the immediaste future!"

"The small allotment of food we brought from Equestria, coupled with what few fruits actually grow out here, weren't going to last us forever, North!" The blue mare replied with a sigh. "We need some way to feed several thousand ponies between harvests!"

"And we can't trade for it, either!" Pole grumbled, looking over the statistics and data. "Not with Caterlot's total lockdown they have us on, with the outside world!"

"A pity we cannot eat meat, like the griffons do." Minuette snorted, stamping her hoof. "There is enough wild game out here in the everfree forest to keep a herd well fed between harvests!"

North Pole stopped at that and stared at the unicorn lady in waiting. "My dear, did you just suggest 'eating meat'?"

"Yes, yes I did..." Her ears drooped, realizing how that must have sounded to him. "I'm sorry, Pole, I guess it was just how desperate we-"

"No, it's not a bad idea!" The unicorn put a hoof to his mouth thoughtfully. "I think there were some digestive alteration spells the mages were working on in Tambleon! If the laboratory survivors brought them here with them..."

"But Pole! Eating meat?! That's totally savage!" Minuette snorted in horror. But then, after a few moments, a smile slowly began to spread across her face. "Oh, I so love it when you act like an animal!" She trotted up to him, throwing her hooves around his neck.

"That's because ponies _are_ animals, my dear!" He put his hooves around her, and pressed his warm lips against hers.

Their bodies pressed against each other, the two ponies slipped down behind the queens throne, and celebrated the brilliance of North Pole's plan together.

...

"Princess, we must move against these traitors, NOW!" Capitan Chocolate Tail snorted, stamping his hoof as he stood before the royal throne. "Not only did they sneak into our castle and attack our guards... but they were spying on Equestria, as well! Preparing for an invasion , no doubt!"

"Now calm yourself, good captain!" Celestia replied gently, staring down at the unicorn stallion from her throne. "We don't have full details on what is going on here yet! And until we do, I would prefer not to condone any sort of action that might lead us to war!"

"But the flutterponies are already outlaws, my Princess!" Chocolate tail protested. "And Dream Valley is full of exiles we banished from the kingdom! They have motivation enough to attack us, and if they should win the Crystal Empire to their side, we'll be surrounded on all sides!"

"Clearly, captain, you do not know my niece!" Celestia snorted. "Cadence would never turn on this kingdom, nor would she ally herself with those who would. While I will give you that the Flutter Ponies must be hunted down, I will not tolerate an attack on an alicorn's good name!"

"My princess, your niece may not be of untrustworthy nature, but those flutter Ponies most certainly are!" Into the throne room trotted Twinkleshine, one of the chief unicorn mares of Princess Celestia's solar court. "It may be in their genetic makeup to be untrustworthy!"

"Chancellor Twinkleshine, why on earth would you say that?" The alicorn asked in surprise. "No pony is simply born bad!"

"Princess, I was looking over some of the early reports that the Tambelon scientists sent to Princess Luna- which your sister neglected to ever bother reading, I might add." She levitated a scroll up in front of Celestia. "It appears they stabilized the flutterwing spell in the flutter ponies, by infusing changeling DNA into their genetic structure."

"What? The flutter ponies are part changeling?" Chocolate Tail asked in shock.

"They cannot shape shift, they didn't receive that part of the changeling genetic makeup, thank goodness!" Twikleshine replied. "But it is what allows the flutterwing spell that is cast upon them to be permanent. As well as being the mysterious source of their 'utter flutter' ability, I'm certain."

Celestia looked Twinkleshine over... this gifted young unicorn that had graduated from the same class as Twilight Sparkle at the magic academy. She had severed as a royal courtier these past few years well, working her way all the way up to the head of the solar court. "Twinkleshine, I leave these matters in your capable hooves. Equestria looks to you to sort these troubling matters out!"

"Thank you, my Princess!" The young unicorn mare looked away, narrowing her eyes. "It will be a _pleasure..._"


	9. Chapter 9

_Shifting Alliances_

As the town of Ponyville prepared for this years Nightmare Night festival, everypony's attention turned to the small details. Lily was worried about if her fairy costume would come in form Canterlot on time. Time Turner and Roseluck were the ponies in charge of putting up the decorations this year, were still waiting impatiently for the shipment of self-lighting candles and plastic skulls to come in, as well. As a result, most of the concerned parties were currently waiting at the train station, hoping for the last minute delivery of their orders.

"You think they're gonna make it?" Time Turner asked nervously, adjusting his necktie nervously. "We've been expecting that stuff for a week!"

"You think they'll be here on time?" Lily asked him, looking up and down the tracks. "I need to get that costume to Rarity's shop so she can make adjustments!"

"How would I know! I'm not a time traveler, and I can't see the future!" The annoyed brown stallion snorted. "Who knows how long it's going to take!"

It was at that point, that the three equines head a distant train whistle approaching. Off in the distance, a trail of smoke came rising from a smokestack.

"Hey, it's the friendship express!" Rose exclaimed, pointing excitedly. "It's finally here!"

With a blast of it's whistle, the small locomotive came chugging into the station. As the workers unloaded the crates, each of ponies waiting on shipments trotted up to claim their goods.

So busy was everypony with their own concerns, that they all failed to notice one particularly large crate to be delivered to the Everfree forest. Normally, such an odd destination would have elicited gossip and stares from many of the villages inhabitants. But with everypony busy with their own preparations, there was no questioning as delivery ponies unloaded the crate, and prepared it for shipment into the wilderness.

And no pony heard the loud gurgling and sputtering coming from the oversized box, as if there was something trapped inside, eager to get out...

...

Far to the north of the kingdom of Equestria, the shining, jewel-like spires of the Crystal Empire glistened among the northern lights. It's translucent crystal ponies did not feel the extreme cold of thier homeland, but the love and kindness of ponkind's friendship warmed their hearts. But within the walls of Crystal Spire palace in the capital, emotions other than friendship were currently running high.

"So as you can see, Princess Cadence..." The flutter pony before the throne explained. "... it would be in all of our best interests to present the royal sisters with a united front!"

Diamond Rose, a white mare with a pink mane, was trying to convince Princess Mi Amore Di Cadenza and Lord Shining Armor, that it was in their best interests to join the alliance against Equestria. She was finding it especially difficult, however, giving who the ponies present were related to.

"That's Outrageous!" Shining Armor snorted, stomping his hoof against his throne's arm rest. "We have always been loyal to Princess Celestia! to betray our ruler in such a way would be _treason_!"

"But she is your ruler no longer, my lord." Sweet Song, a flutter pony with a pink coat and mane, pointed out. "You two are no longer citizens of Equestria, but are instead rulers of your own kingdom. Your loyalties lie towards your own crystalline subjects, and not towards faraway Canterlot to the south!"

"As much as I don't want to admit it, Shining, these two are absolutely right!" Cadence replied, looking over at her husband. "We must act on the welfare of our subjects, even if it is in conflict with the welfare of Equestria!"

"B-but..." Shining Armor protested, thinking of his sister and his former country.

"May I add that Dream Valley is home to several thousand displaced political refugees." Diamond Rose added. "Many of whom, I might add, are twinkle-eyed ponies!"

"There are ponies with crystal eyes there?" Cadence asked thoughtfully. "... and these brothers and sisters to my crystal ponies were persecuted and driven out of Equestria?!"

"This is outrageous!" Shining Armor snorted. "These Flutter Ponies are outlaws! And we can't go to war with our southern neighbors, over a few political refugees!"

As Shining Armor ranted, several crystal pony courtiers listened in on this discussion of these jewel-eyed ponies, and where their ruler's loyalties lie.

"My apologies, Lord Armor," Sweet Song added, narrowing her eyes. "I did not realize that the crystal _empire_ was subservient to the kingdom of Equestria!"

. "Shining, take a squadron of crystal archers and make for the Everfree forest. Celestia's guards should give you little trouble in crossing the border!" Cadence scowled, looking to her husband. "Tell Queen Rosalyn we shall aid in the defense of her kingdom!"

"B-but my love! Your Aunt Celestia...my sister..." The unicorn stallion pleaded. "How can we betray them?"

"This is not a personal matter, Shining, it's a political one!" She snorted, staring at the courtiers who were looking on. "Our loved ones need not even be involved in this affair! I am merely sending you on a defensive mission!"

"As you wish, my love..." The royal consort sighed, trotting out of the crystal throne room. "I'll go round up my finest archers at once."

...

Deep within Dream Valley, the Nightmare night festival was going on, as well. Ponies in the ballroom danced to mummy Sapphire Shore's greatest hits, while a Pharaoh Caramel and his Queen Sassaflash Cleopatra oversaw the bobbing for apples.

"Hmph, don't understand why they can't make it bobbing fer cherries." Cherry Jubilee, dressed up as an old western saloon filly, snorted. "They would taste much better."

"Funny, I always thought going after veggies would be better." A devil Golden Harvest trotted up to her. "It always seemed more healthy to me!"

"What, didn't y'all use ta bob fer apples in Ponyville?" The saloon mare snorted.

"Nah, Ditzy's draining the apple tank one year cured me of that!" The demoness replied with a chuckle. "Say, you seen the boys around here anywhere?"

"Naw, they said they didn't see the point 'a Nightmare Naight!" Cherry sighed. "They said they change forms all the time, so it's boring ta them!"

"I can't believe you started seeing a changeling, too! I thought you hated them!" Carrot Top lowered her head. "And by the way... I'm sorry I've been neglecting you, while running around with my new coltfriend!"

"Aw, don't worry about it, Carrot Tawp!" Miss Jubilee laughed. "Ah found out why ya did it, when ah gawt mah own Changeling feller! Ah found out they ain't so bad after all!"

"Hey, you two wanna give a try at these apples?" Caramel called out.

"Yeah, these things sure are yummy!" Sassaflash agreed. "Better hurry while they're still here!"

"I'm in!" Both mares reply in unison, trotting over to the tank.

...

_"Oh dear, I hope this was the place I was supposed to meet her..."_

Noteworthy stood outside the walls of the castle, pacing back and forth nervously as he waited. Caramel and Sassaflash had arraigned for him to meet Nurse Redhart out here so they could talk, seeing as how the base of the waterfall seemed a suitably romantic spot. And the earth pony stallion now found himself as nervous as could be!

Caramel had helped him spend to hours getting ready- grooming and shining his coat, making sure his mane was well combed and neat. He had assumed that Sassaflash had done the same with Redheart, and that was the cause in her delayed appearance.

As the nervous stallion looked up at the falls, he heard a voice call out nervously behind him.

"N-noteworthy?"

He turned to face her... and was entranced. Her lovely pink mane trussed up in curls, the most sublime shade of rouge covering her eyelids, the crimson hue of lipstick glowing from her mouth. Noteworthy blushed a deep red, and stared at her, wide eyed.

"W-well..." She asked him nervously, her cheeks turning pink. "How do I look?"

"W-wonderful..." He replied breathlessly. "Absolutely wonderful!"

"You know, if you really liked me that much, you should have just told me!" She trotted over towards him slowly. "I do have a life outside my nurse's cap, you know!"

"I-I'm sorry... I should have been more clear." He replied sadly. "I never have been very good expressing myself to mares..."

"It's all right! I'm not exactly a social butterfly either!" She replied with a giggle, trotting around to nuzzle him. "Now, since we're all dressed up, how's about we follow the path through the everfree forest, and try to sneak into Ponyville?"

"W-wait..." his eyes went wide. "You mean?-"

"The nightmare Night festival is going on there, I doubt they'll notice two extra ponies dancing and bobbing for apples!" She replied with a giggle. "Besides, well be back before anypony even notices we're gone!"

"Sure, I'd love to!" He whinnied enthusiastically. "Let's go!"

But as the two trotted forward, they hit their heads on an unseen object with a loud THUNK!

"Ow! What the hay was that?!" Redheart grumbled, rubbing her head with her hoof.

"Um, Redheart?" Noteworthy started, trotting around and looking at something the nurse pony couldn't see. "You'd better come over here, and have a look at this!"

As she trotted around to where Noteworthy stood, the sunlight passed through the object she had hit her head on, making it visible. In front of the two ponies stood a large, colorful rainbow- stretching high into the sky, and vanishing over the clouds.

After staring at it for a few minutes, Noteworthy stepped forward, and put a hoof on the multicolored arch. "It's... solid!" He exclaimed in surprise. "What do you think it is? Where do you think it leads?"

"I don't know..." Redheart replied, narrowing her eyes. "But I'd think we'd better go and tell the queen!"

...

In the Dream Castle throne room, a notable demonstration was about to occur. Queen Majesty, along with North Pole and Minuette, had taken their leave from the Nightmare Night celebration in the ballroom, and were currently waiting for Inky Pie and Blueblood to arrive.

"I hope you two called me down here for a good reason, I was busy bobbing for apples with a comely stallion lord." The Princess snorted in annoyance. "And Minuette, why are you walking with a limp, did you injure your legs?"

"Uhhh yes, your majesty! I sort of had a bad fall." Both she and North Pole blushed a deep red. "My flank is a bit sore, that is all."

The Queen was about to inquire further, when the two cooks suddenly wheeled a large freshly cooked steak in on a tray.

"Here's the slab of meat you ordered, North." Inky snorted, covering her nose in disgust. "Though why you wanted something like this cooked is beyond me!"

"We got the recipe off of a passing griffon, though I must say it's nauseating stench made it hard to cook!" The stallion waved his hoof in the air, nauseated by the meaty aroma. "This thing is not fit for pony consumption!"

"Now, _why_ exactly did you two have this poor bovine killed, and have this disgusting dish made from it's remains?" The queen snorted angrily.

"This is why, your majesty." North Pole Promptly trotted up, levitated a fork in the air, and immediately took a bite of the meat. Minuette followed suit, and the two began greedily devouring the steak.

"Mmm, delicious!" North Pole whinnied. "Good food! And lots of it!"

"I can't believe we've been denying ourselves this _wonderful_ taste!" Minuette declared between bytes.

"What...how?!" Inky yelled in shock, eye twitching.

"Great Celestia, how barbaric!" Blueblood exclaimed.

"How... how are you two doing that?" The queen asked thoughtfully. "Because if you can duplicate it, you may have just solved our food shortage problem!"

"Your majesty!" Inky shrieked. "That's gross!"

"Sister!" Blueblood whinnied. "That's terrible!"

But before either of them could protest, Redhart and Noteworthy came galloping into the room.

"Your highness!" Redhart yelled excitedly. "We found a rainbow outside!"

"Um, yes, that kind of happens after a rainfall!" Blueblood snorted.

"No, a solid one! One that you can put your hoof on, and it stretches all the way across the sky!"

"It can't be..." Pole whinnied.

"By the horsemaster, they found it..." Minuette exclaimed.

Turning towards each other, their faces both suddenly lit up like firecrackers.

"THE RAINBOW BRIDGE!" The two royal advisors yelled in unison.

"Excuse me..." The annoyed Rosalyn snorted. "But would you two please tell the rest of us what has gotten you so excited?"

"Forgive me, your highness!" Chancellor Pole exclaimed. "But we just discovered that one of ponykind's oldest myths may be true!"

"And we've found the reason the order of gloom wanted the Everfree forest so badly!" Minuette added. "And the reason the weather here, is so uncontrollable!"

"Really?" The queen asked sitting back in her throne. "Well please enlighten us, my royal advisors. We're all ears."


	10. Chapter 10

_Smooze attack!_

"Well, this is where this thing is supposed to go!" The stallion grunted, as he and his partner dropped the crate on the grass. "Though ya got ta wonder who's gonna pick up somethin like this out here!"

"Maybe it's for that Zecora mare that supposed ta live out here?" The other stallion guessed. "I dunno. Anyway, I'm hungry! Let's go back into town an get a hay sandwich!"

The crate had been brought to the edge of the everfree forest by the local delivery Pegasus, after they had picked it up at the train station. The two had found it odd that their instructions had told them to drop a heavy box of unknown contents out in the middle of nowhere, but the orders had come from Canterlot, and the pay was considerably high, so who were they to question it?

As the two stallions flapped away, a mysterious looking unicorn mare in a cloak came trotting up and out of the woods.

"It's remarkable that I was able to get here, before the delivery arrived!" The pony sorceress Twinkleshine thought to herself. "Still, I suppose I should be grateful it arrived when it did!"

A malevolent grin on her face, Twinkleshine telekenetically pulled the nails out of the top of the crate, then looked in at the pile of bubbling purple goo.

"Awaken, my disgustingly gruesome friend!" The unicorn snorted, kicking the box over. "You must be hungry after your long trip, and it's time for your meal!"

"Urrgghhrrrrogaaaaah!" The pulsating mass drew itself up, a face appearing in it's center as a pair of arms formed.

"They say when Celestia mages first used their alchemy to bring you to life, you mimicked the sounds of thier singing whenever you heard music!" Twinkleshine motioned towards the forest. "Well, in return for freeing you, I wish for you to destroy Dream Valley and it's inhabitants. Sing those foolish pony outcasts the song of death!"

"D-r-r-e-e-a-a-m-m V-v-a-a-l-l-e-e-y-y-y!" The creature roared, as it began to slither it's way across the ground. Pushing it's way ever forward, the slimy blob rolled over bushed, plants, and trees, leaving only stripped dirt and lifeless waste in it's awake. All plant and animal life it passed over was swept up into the goo, and was dissolved in a haze of bubbles.

"Bow-bow-bow-bow-bow-bow!" The creature sang happily, cutting a swath through the everfree forest. "Something bad is coming down, have you heard the news?"

As the creature sang the foalhood jingle that parents used to scare little colts and fillies with on nightmare night, Twinkleshine sang along as the ever growing pile slithered away. "...no-thing can stop, the Smooze..."

...

"So let me get this straight..." Queen Rosaline asked, glaring at Minuette and North Pole angrily. "My kingdom, a gift from my most gracious aunt Luna, is sitting right on top of the gateway ponykind first came through to get to this world."

"That is correct, my queen." North Pole replied, looking at the ground.

Narrowing her eyes, Rosaline continued. "Furthermore, nopony- save this order of witches and warlocks who are now seeking our herd's demise- was aware of where this bridge to another world was located."

"T-that would appear to be the case, my queen..." Minuette agreed, not wanting to look Rosaline in the eye. "The bridge was only remembered in bits of ancient folklore, nopony ever gave a thought it might actually be real!"

"But why would the Order of Gloom not use it duing all the time the everfree forest was abandoned?" Noteworthy asked in disbelief. "Why only try to claim the bridge after our herd has moved into the valley?"

"I think maybe they weren't trying to get to the rainbow to use it, Note." Redheart noted, thinking for a moment. "I'm wondering if they're not trying to keep anypony from using it for any reason!"

"The nurse may have a point, your grace." Minuette noted. "There must be a reason the order didn't want the rainbow bridge used, for them to go to the extremes they have to prevent ponies from accessing the world ponykind first came from!"

"Who cares what their reasons were!" North Pole snorted. "The point is, we have a valuable asset right under our hooves here, that our kingdom can use as we see fit! Who knows what new resources we could draw from this other world, if we were to-"

"Both of you, enough!" Queen Rosaline stamped her hoof angrily. "We have absolutely no idea what we are dealing with here, and until we do, I don't want anypony messing with that bridge in any way, shape, or form! Do I make myself clear?"

"As you wish, my queen." The four ponies replied in unison, before bowing and trotting out of the room. As Minuette and North Pole headed off towards the chancellor's private quarters, Noteworthy and Redheart trotted back towards the cafeteria.

"I knew there was something odd about this place." The stallion composer noted. "Have you noticed since we've gotten here, that many formerly gentle ponies have grown more and more aggressive?"

"I have, and I've also noticed that many of our ponies have been having... sleeping difficulties." The nurse mare replied. "Our unicorn psychologists told me that more and more ponies are suffering from insomnia and sleep apnea. And he believes that it's because Princess Luna can no longer access their dreams, due to the bizarre energies that emanate in Dream Valley."

"Energies North Pole now believes are emanating from that world across the rainbow bridge." Noteworthy shuddered. "Great Celestia, what is this place _doing_ to us?"

"I wish I knew, Note." She replied, pulling up close to him as they trotted along. "Believe me, I wish I did."

...

"You hear that, Carrot Tawp?" Cheery Jubilee asked, looking up at Golden Harvest. "Sounds like somethin's gettin closer!"

The two pony friends had taken a team of a dozen mares and stallions outside of the castle walls, gathering roots and grub plants for potential growth in the castle's gardens. There had seemed to be some kind of excitement coming from the castle, but they and their teams had shrugged it off as more of the dream Castle pony's hijinks. But it wasn't long before the group heard a rumbling approaching Dream Valley, and they all looked up from their digging and scraping at the dirt to see.

"Sounds like... a wall of water approaching..." The twinkle eyed pony replied uncertainly, as the rumbling got louder.

Soon a liquid of pulsating purple began to ooze in between the trees, and a deep gurgling voice could be heard singing "Bow-bow-bow" Atrociously. From behind the trees however, the group could see the towering form of a terrifying creature made entirely of purple goo.

"It's some kind of monster!" One of the stallions screamed, as the entire group began to gallop towards the castle. "Run for your lives!"

Even Cherry Jubilee and Golden Harvest fled, racing along as fast as their hooves could carry them. A few ponies who fell behind were quickly engulfed by the moving purple sludge, screaming as their bodies dissolved into the muck, making the mass all the more larger. Six of them had been lost, by the time the survivors crossed the bridge into Dream Castle.

"What in the world?" The confused guard asked, as the ponies al came galloping in at once.

"Monster in the forest!" Golden Harvest gasped out, collapsing to the ground. "Close the gate, now!"

Behind them, the large purple creature made of goo reared up, ready to engulf the entire castle. The unicorn guards quickly raised the drawbridge, while several ponies in the castle's inner courtyard ran for cover.

"Oh no!" Golden Harvest wailed as a large purple wave swept over the castle. "We're done for!"

But just as the purple monstrosity came down on the tiny castle, it seemed to hit an invisible wall, pushing the purple goo back like an invisible bubble.

"What- what's goin' on?" Cherry Jubilee asked nervously. "What's savin' us from that gunk?"

Hearing all the ruckus and commotion, several ponies came trotting out of the castle, their jaws nearly hitting the ground when they see the wall of purple enveloping the sky over the castle. It was at that point that Caramel and Sassaflash came out of the castle, their eyes going wide at the sight above them.

"What- what in the world is that?" the stallion whinnied in shock. "Are we under attack?"

"That thar critter started to pour over the whole castle, but he jes got stuck there in the air!" Cherry Jubilee exclaimed. "We don't know whut could be holdin' it up like that!"

"It must be a force field of some kind, one of Princess Luna's defenses she installed in the castle!" Sassaflash exclaimed. "But I have no idea what that monster is out there!"

"We've got to tell the queen, at once!" Golden Harvest Exclaimed. "Before that thing finds a way to break through!"

...

All of the ponies were looking out the castle's windows, horrified at the sight of the purple slime that now formed a barrier over the entire castle. Several of said ponies were gathered in the canteen, staring out the big widow at the horrific sight outside. Evil faces formed in the goo and scowled at them. A few terrified ponies even claimed they saw the horrified faces of the ponies it had absorbed... but most unicorns thought it was just wild earth pony imaginations.

The kitchen staff thought they should be free to go home during this crisis, to be with their family and friends. But Blueblood and Inky still had a supper to prepare, and there weren't going to let the kitchen staff off the hook.

"You ponies keep working! We still have a dinner to prepare!" Inky snorted.

"Miss Inky is correct, your duties come first!" The princely stallion agreed. "We shall continue, as if that giant pulsating creature of death were not outside the window!" He took Inky's hoof in his, and the two trotted out of the room together. "Now... carry on, then!"

"Wow, can you believe that thing out there?" Cherry Cola asked, loading several dishes into the washing sink. "I've never seen anything like it!"

"Minuette told me the court's calling it the Smooze." Apple Cobbler replied, as she started preparing the dry rack. "Cause it keeps singing that silly nursery rhyme song about the creepy creature that kidnaps foals from thier cribs."

"Ugh, how creepy!" The stallion shivered. "I just hope our queen can come up with a way to get rid of that nasty thing! I don't even wanna know what would happen if it actually _touched_ me!"

"I might be able to shed some light on that situation, my friends!" Sapphire shores announced, barging into the kitchen. "I've heard some really juicy info comin' out of the royal court!"

"Ahhhhh!" Cherry Cola screamed, virtually falling into the sink he was working at. "Sapphire, could you please knock before you come in?"

"Sorry Cherry, but I's just heard that the queen has sent the changelings to sneak out and get the flutter ponies!" The mare singer whinnied. "Lady Minuette thinks that wing thing attack of theirs might hurt that nasty gunk monster!"

"But how're they going to get out past the Smooze?" Apple asked curiously. "I don't think even the changelings could put a dent in that thing!"

Sapphire just shrugged. "All I know, is that Queen Rosaline says she has a plan..."

...

"Ugh! I don't believe this!" Twinkleshine snorted indignantly. "That stupid barrier is keeping my Smooze out! Curse that Luna and her stupid security systems!"

The mare was on a large hill overlooking the Smooze-immersed Dream Castle. She had come up here, hoping to find the beast had devoured the tiny palace, and all of the ponies that dwelled there. But to her horror, the Smooze had been held at bay by a magic force field, and the castle still stood beneath it's protective bubble.

"No matter, the order of Gloom's will shall still be carried out!" The angry unicorn scowled. "That shield cannot hold forever, and there is no way for them to get out!"

It was as the unicorn witch turned away, that three globs of Smooze broke away from the main creature, and seemed to slither away thought the forest unnoticed. They slithered out of Dream Valley, off towards their unknown destination...


End file.
